================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------

SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

-----------------

LANDS' END, INC.
(NAME OF SUBJECT COMPANY (ISSUER))

INLET ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SEARS, ROEBUCK AND CO.
(NAMES OF FILING PERSONS (OFFERORS))

-----------------

COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)

-----------------

515086106
(CUSIP NUMBER OF CLASS OF SECURITIES)

ANASTASIA D. KELLY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
TELEPHONE: (847) 286-2500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)

With a copy to:
GARY P. CULLEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 407-0700

CALCULATION OF FILING FEE

=--------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------------------------------
$1,950,167,509.37         $179,415.41
---------------------------------------------
---------------------------------------------

*  Estimated for purposes of calculating the amount of the filing fee only, in
accordance with Rules 0-11(d) under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"). The calculation of the transaction
valuation assumes the purchase of 30,012,942 outstanding shares of common
stock of Lands' End, Inc. at a purchase price of $62.00 per share. The
transaction valuation also includes the offer price of $62.00 less $30.13,
which is the average exercise price per share, multiplied by 2,804,051, the
estimated number of options outstanding.
** The amount of the filing fee, calculated in accordance with Section 13(e) of
the Exchange Act, equals $92 per million dollars of the transaction
valuation. Sent by wire transfer to the Securities Exchange lockbox on May
16, 2002.
[_]Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $______________ Filing party: _______________
Form or Registration No.:  ______________ Date Filed:   _______________

[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

================================================================================

This Tender Offer Statement on Schedule TO (this "Statement") relates to the
offer by Inlet Acquisition Corp., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Sears, Roebuck and Co., a New York corporation
("Sears"), to purchase all of the issued and outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Lands' End, Inc., a Delaware
corporation (the "Company"), at a purchase price of $62.00 per share, net to
the seller in cash. The terms and conditions of the offer are described in the
Offer to Purchaser, dated May 17, 2002 (the "Offer to Purchase"), a copy of
which is attached hereto as Exhibit (a)(1)(A), and the related Letter of
Transmittal and the instructions thereto, a copy of which is attached hereto as
Exhibit (a)(1)(B) (which, as they may be amended or supplemented from time to
time, together constitute the "Offer").

Pursuant to General Instruction F to Schedule TO, the information contained
in the Offer to Purchase, including all schedules and annexes thereto, is
hereby expressly incorporated herein by reference in response to items 1
through 11 of this Statement and is supplemented by the information
specifically provided for herein.

ITEM 1.  SUMMARY TERM SHEET.

The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.

ITEM 2.  SUBJECT COMPANY INFORMATION.

(a) The subject company and issuer of the securities subject to the Offer is
Lands' End, Inc., a Delaware corporation. Its principal executive office is
located at One Lands' End Lane, Dodgeville, Wisconsin 53595 and its telephone
number is (608) 935-9341.

(b) This Statement relates to the Offer by the Purchaser to purchase all
issued and outstanding Shares for $62.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal. The information set forth in the
introduction to the Offer to Purchase (the "Introduction") is incorporated
herein by reference.

(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market is set forth in "Price Range of Shares; Dividends" in the Offer to
Purchase and is incorporated herein by reference.

ITEM 3.  IDENTITY AND BACKGROUND OF THE FILING PERSON.

(a), (b), (c)  The information set forth in the section of the Offer to
Purchase entitled "Certain Information Concerning Sears and the Purchaser" and
in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 4.  TERMS OF THE TRANSACTION.

(a)(1)(i)-(viii), (x), (xii)  The information set forth in the Introduction
and in the sections of the Offer to Purchase entitled "Terms of the Offer,"
"Acceptance for Payment and Payment for Shares," "Procedures for Accepting the
Offer and Tendering the Shares," "Withdrawal Rights," "Material U.S. Federal
Income Tax Consequences," "Certain Effects of the Offer" and "Certain
Conditions of the Offer" is incorporated herein by reference.

(a)(1)(ix), (xi)  Not applicable.

(a)(2)(i)-(v) and (vii)  The information set forth in the sections of the
Offer to Purchase entitled "Material U.S. Federal Income Tax Consequences,"
"Background of the Offer; Past Contacts or Negotiations with the Company," "The
Transaction Documents" and "Purpose of the Offer; Plans for the Company" is
incorporated herein by reference.

(a)(2)(vi)  Not applicable.

2

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a), (b)  The information set forth in the sections of the Offer to Purchase
entitled "Certain Information Concerning Sears and the Purchaser," "Background
of the Offer; Past Contacts or Negotiations with the Company," "The Transaction
Documents" and "Purpose of the Offer; Plans for the Company" is incorporated
herein by reference.

ITEM 6.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS.

(a), (c)(1), (c)(3-7)  The information set forth in the Introduction and in
the sections of the Offer to Purchase entitled "Background of the Offer; Past
Contacts or Negotiations with the Company," "The Transaction Documents,"
"Purpose of the Offer; Plans for the Company," "Dividends and Distributions"
and "Certain Effects of the Offer" is incorporated herein by reference.

(c)(2)  None.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)  The information set forth in the section of the Offer to Purchase
entitled "Source and Amount of Funds" is incorporated herein by reference.

(b), (d)  Not applicable.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a), (b), (c), (d), (e)  The information set forth in the Introduction and
in the sections of the Offer to Purchase entitled "Certain Information
Concerning Sears and the Purchaser," "Background of the Offer; Past Contacts or
Negotiations with the Company," "The Transaction Documents," "Purpose of the
Offer; Plans for the Company" and in Schedule I to the Offer to Purchase is
incorporated herein by reference.

ITEM 9.  PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)  The information set forth in the Introduction and in the section of the
Offer to Purchase entitled "Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.

ITEM 10.  FINANCIAL STATEMENTS.

(a), (b)  Not applicable.

ITEM 11.  ADDITIONAL INFORMATION

(a)(1)  The information set forth in the sections of the Offer to Purchase
entitled "Certain Information Concerning Sears and the Purchaser" and "The
Transaction Documents" is incorporated herein by reference.

(a)(2) and (a)(3)  The information set forth in the sections of the Offer to
Purchase entitled "Terms of the Offer," "The Transaction Documents," "Certain
Conditions of the Offer" and "Material Legal Matters; Regulatory Approvals" is
incorporated herein by reference.

(a)(4)  The information set forth in the section of the Offer to Purchase
entitled "Certain Effects of the Offer" is incorporated herein by reference.

(a)(5)  None.

(b)  The information set forth in the Offer to Purchase is incorporated
herein by reference.

3

ITEM 12.  EXHIBITS

(a)(1)(A) Offer to Purchase.

(a)(1)(B) Letter of Transmittal.

(a)(1)(C) Notice of Guaranteed Delivery.

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.

(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number (TIN)
on Substitute W-9.

(a)(5)(A) Joint Press Release issued by Sears and the Company on May 13, 2002,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.

(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.

(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet, incorporated herein by reference to the
Schedule TO, filed by Sears on May 13, 2002.

(a)(5)(D) Slides used in Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 13,
2002.

(a)(5)(E) Transcript of Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 14,
2002.

(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on May
17, 2002.

(a)(5)(G) Press Release issued by Sears on May 17, 2002.

(b)       Not applicable.

(d)(1)    Acquisition Agreement and Agreement and Plan of Merger, dated as of
May 12, 2002, by and among Sears, Roebuck and Co., Inlet Acquisition
Corp. and Lands' End, Inc.

(d)(2)    Form of Tender Agreement, dated as of May 12, 2002, by and among
Sears, Roebuck and Co., Inlet Acquisition Corp. and certain
Stockholders.

(d)(3)    Confidentiality Agreement, dated as of February 26, 2002, by and
between Sears, Roebuck and Co. and Lands' End, Inc.

(d)(4)    Letter Agreement, dated May 13, 2002, by and between Sears, Roebuck
and Co. and
David F. Dyer.

(g)       Not applicable.

(h).      Not applicable.

ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

4

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

SEARS, ROEBUCK AND CO.

/S/  PAUL J. LISKA
By: ______________________________
Name:   Paul J. Liska
Title:    Executive Vice President
and Chief   Financial Officer

INLET ACQUISITION CORP.

/S/  W. ANTHONY WILL
By: _______________________________
Name:   W. Anthony Will
Title:    Vice President and Treasurer

Dated: May 17, 2002

5

EXHIBIT INDEX

EXHIBIT                              EXHIBIT NAME
-------                              ------------

(a)(1)(A) Offer to Purchase.

(a)(1)(B) Letter of Transmittal.

(a)(1)(C) Notice of Guaranteed Delivery.

(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.

(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.

(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number (TIN)
on Substitute W-9.

(a)(5)(A) Joint Press Release issued by Sears and the Company on May 13, 2002,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.

(a)(5)(B) Key Messages for Sears Corporate Strategic Leadership Team,
incorporated herein by reference to the Schedule TO, filed by Sears
on May 13, 2002.

(a)(5)(C) Letter to Sears Associates, dated May 13, 2002, from Alan J. Lacy
posted on the Sears Intranet, incorporated herein by reference to the
Schedule TO, filed by Sears on May 13, 2002.

(a)(5)(D) Slides used in Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 13,
2002.

(a)(5)(E) Transcript of Conference Call held on May 13, 2002, incorporated
herein by reference to the Schedule TO, filed by Sears on May 14,
2002.

(a)(5)(F) Summary Advertisement as published in the Wall Street Journal on May
17, 2002.

(a)(5)(G) Press Release issued by Sears on May 17, 2002.

(b)       Not applicable.

(d)(1)    Acquisition Agreement and Agreement and Plan of Merger, dated as of
May 12, 2002, by and among Sears, Roebuck and Co., Inlet Acquisition
Corp. and Lands' End, Inc.

(d)(2)    Form of Tender Agreement, dated as of May 12, 2002, by and among
Sears, Roebuck and Co., Inlet Acquisition Corp. and certain
Stockholders.

(d)(3)    Confidentiality Agreement, dated as of February 26, 2002, by and
between Sears, Roebuck and Co. and Lands' End, Inc.

(d)(4)    Letter Agreement, dated May 13, 2002, by and between Sears, Roebuck
and Co. and David F. Dyer.

(g)       Not applicable.

(h)       Not applicable.

6

EXHIBIT (a)(1)(A)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
LANDS' END, INC.

AT
$62.00 NET PER SHARE
BY
INLET ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SEARS, ROEBUCK AND CO.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,  NEW  YORK  CITY
TIME, ON FRIDAY, JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.
-----------------
THE OFFER IS BEING MADE PURSUANT TO AN ACQUISITION AGREEMENT AND AGREEMENT AND
PLAN OF MERGER, DATED AS OF MAY 12, 2002 (THE "MERGER AGREEMENT"), BY AND AMONG
SEARS, ROEBUCK AND CO. ("SEARS"), INLET ACQUISITION CORP. (THE "PURCHASER") AND
LANDS' END, INC. (THE "COMPANY" OR "LANDS' END"). THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN
PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE, OF THE COMPANY (THE "SHARES"), THAT, TOGETHER WITH ANY
OTHER SHARES THEN BENEFICIALLY OWNED BY SEARS OR THE PURCHASER OR ANY OF THEIR
SUBSIDIARIES, REPRESENTS AT LEAST TWO-THIRDS OF THE THEN ISSUED AND OUTSTANDING
SHARES ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), AND (II) ANY
APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS
ACT OF 1976, AS AMENDED, HAVING EXPIRED OR BEEN TERMINATED. THE OFFER IS ALSO
SUBJECT TO OTHER CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE. SEE SECTION
15--"CERTAIN CONDITIONS OF THE OFFER."
IN CONNECTION WITH THE MERGER AGREEMENT, SEARS AND THE PURCHASER HAVE ENTERED
INTO TENDER AGREEMENTS, EACH DATED AS OF MAY 12, 2002 (THE "TENDER
AGREEMENTS"), WITH CERTAIN STOCKHOLDERS OF THE COMPANY (THE "TENDERING
STOCKHOLDERS"), INCLUDING THE FOUNDER AND CHAIRMAN OF THE COMPANY. PURSUANT TO
THE TENDER AGREEMENTS, THE TENDERING STOCKHOLDERS HAVE AGREED, AMONG OTHER
THINGS, TO TENDER THEIR SHARES TO THE PURCHASER IN THE OFFER AND HAVE GRANTED
SEARS A PURCHASE OPTION ON THEIR SHARES AT THE OFFER PRICE WHICH IS EXERCISABLE
UPON THE OCCURRENCE OF CERTAIN EVENTS. THE SHARES SUBJECT TO THE TENDER
AGREEMENTS REPRESENT APPROXIMATELY 55% OF THE SHARES THAT, AS OF MAY 12, 2002,
WERE ISSUED AND OUTSTANDING. SEE SECTION 11--"THE TRANSACTION DOCUMENTS - THE
TENDER AGREEMENTS."
-----------------
THE BOARD OF DIRECTORS OF THE COMPANY (I) UNANIMOUSLY DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY, (II) APPROVED THE MERGER AGREEMENT AND EACH OF THE
TENDER AGREEMENTS AND APPROVED EACH OF THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, INCLUDING THE OFFER AND THE MERGER, AND THE TRANSACTIONS
CONTEMPLATED BY THE TENDER AGREEMENTS AND (III) RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES TO THE PURCHASER PURSUANT
TO THE OFFER.
-----------------
IMPORTANT
ANY STOCKHOLDER OF THE COMPANY WISHING TO TENDER SHARES IN THE OFFER MUST (I)
COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) IN
ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL AND MAIL OR
DELIVER THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO MELLON
INVESTOR SERVICES LLC (THE "DEPOSITARY") TOGETHER WITH CERTIFICATES
REPRESENTING THE SHARES TENDERED OR FOLLOW THE PROCEDURE FOR BOOK-ENTRY
TRANSFER SET FORTH IN SECTION 3 --"PROCEDURES FOR ACCEPTING THE OFFER AND
TENDERING SHARES" OR (II) REQUEST SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE TENDER OF SHARES TO THE
PURCHASER. A STOCKHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH
PERSON IF SUCH STOCKHOLDER WISHES TO TENDER SUCH SHARES.
ANY STOCKHOLDER OF THE COMPANY WHO WISHES TO TENDER SHARES AND CANNOT DELIVER
CERTIFICATES REPRESENTING SUCH SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE
DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN) OR WHO CANNOT
COMPLY WITH THE PROCEDURES FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS MAY TENDER
SUCH SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN SECTION
3 --"PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES."
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO D.F. KING & CO., INC.
(THE "INFORMATION AGENT") OR MORGAN STANLEY & CO. INCORPORATED (THE "DEALER
MANAGER") AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE
BACK COVER OF THIS OFFER TO PURCHASE. ADDITIONAL COPIES OF THIS OFFER TO
PURCHASE, THE LETTER OF TRANSMITTAL, THE NOTICE OF GUARANTEED DELIVERY AND
OTHER RELATED MATERIALS MAY BE OBTAINED FROM THE INFORMATION AGENT.
STOCKHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE FOR COPIES OF THESE DOCUMENTS.
-----------------
THE DEALER MANAGER FOR THE OFFER IS:

MORGAN STANLEY
MAY 17, 2002

TABLE OF CONTENTS

PAGE
----

SUMMARY TERM SHEET.......................... S-1
INTRODUCTION................................   1
THE TENDER OFFER............................   3
1.  Terms of the Offer......................   3
2.  Acceptance for Payment and Payment for
Shares................................   5
3.  Procedures for Accepting the Offer and
Tendering Shares......................   6
4.  Withdrawal Rights.......................   9
5.  Material U.S. Federal Income Tax
Consequences..........................   9
6.  Price Range of Shares; Dividends........  10
7.  Certain Information Concerning the
Company...............................  11
8.  Certain Information Concerning Sears and
the Purchaser.........................  13

PAGE
----

9.  Source and Amount of Funds............  14
10.  Background of the Offer; Past Contacts
or Negotiations with the Company....  14
11.  The Transaction Documents.............  17
12.  Purpose of the Offer; Plans for the
Company.............................  26
13.  Certain Effects of the Offer..........  28
14.  Dividends and Distributions...........  29
15.  Certain Conditions of the Offer.......  29
16.  Material Legal Matters; Regulatory
Approvals...........................  30
17.  Fees and Expenses.....................  33
18.  Miscellaneous.........................  33
SCHEDULE................................... I-1

SUMMARY TERM SHEET

Inlet Acquisition Corp., a wholly owned subsidiary of Sears, Roebuck and
Co., is offering to purchase all of the outstanding shares of common stock of
Lands' End, Inc. for $62.00 per share, net to the seller in cash. The following
are answers to some of the questions you, as a stockholder of Lands' End, may
have about the offer. We urge you to carefully read the remainder of this Offer
to Purchase and the Letter of Transmittal and the other documents to which we
have referred because the information in this summary term sheet is not
complete. Additional important information is contained in the remainder of
this Offer to Purchase and the Letter of Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

We are Inlet Acquisition Corp., a Delaware corporation formed for the
purpose of making this tender offer. We are a wholly owned subsidiary of Sears,
Roebuck and Co., a New York corporation. See the "Introduction" to this Offer
to Purchase and Section 8--"Certain Information Concerning Sears and the
Purchaser."

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase all of the outstanding shares of common stock of
Lands' End. See the "Introduction" to this Offer to Purchase and Section 1--
"Terms of the Offer."

HOW MUCH ARE YOU OFFERING TO PAY? WHAT IS THE FORM OF PAYMENT? WILL I HAVE TO
PAY ANY FEES OR COMMISSIONS?

We are offering to pay $62.00 per share, net to you in cash. If you are the
record owner of your shares and you directly tender your shares to us in the
offer, you will not have to pay brokerage fees or similar expenses. If you own
your shares through a broker or other nominee, and your broker tenders your
shares on your behalf, your broker or nominee may charge you a fee or
commission for doing so. You should consult your broker or nominee to determine
whether any such charges will apply. See the "Introduction" to this Offer to
Purchase.

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

Yes. Sears, our parent company, will provide us with sufficient funds to
purchase all shares validly tendered in the offer and to provide funding for
our acquisition of the remaining shares in the merger with Lands' End, which is
expected to follow the successful completion of the offer in accordance with
the terms and conditions of the merger agreement. The offer is not conditioned
upon any financing arrangements. Sears intends to obtain the necessary funds
from its ongoing free cash flow and a combination of unsecured long term public
debt and long term securities sold into the asset-backed market. See Section
9-- "Source and Amount of Funds."

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES IN THE
OFFER?

No. We do not think our financial condition is relevant to your decision
whether to tender shares and accept the offer because:

.  the offer is being made for all outstanding shares solely for cash;

.  we, through our parent company, Sears, have sufficient funds available
to purchase all shares validly tendered in the offer;

.  the offer is not subject to any financing condition; and

.  if we consummate the offer, we will acquire all remaining shares for the
same cash price in the merger.

See Section 9--"Source and Amount of Funds."

S-1

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE OFFER?

You will have at least until 12:00 midnight, New York City time, on Friday,
June 14, 2002, to tender your shares in the offer. Furthermore, if you cannot
deliver everything required to make a valid tender by that time, you may still
participate in the offer by using the guaranteed delivery procedure that is
described later in this Offer to Purchase. See Sections 1--"Terms of the Offer"
and 3--"Procedures for Accepting the Offer and Tendering Shares."

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

Yes. The offer may be extended for varying lengths of time depending on the
circumstances. We have agreed in the merger agreement that:

.  We may, without the consent of Lands' End, and must at Lands' End
request, extend the expiration date of the offer if, at the then current
expiration date, (1) there is any statute, rule, regulation,
legislation, judgment, order or injunction enacted or entered which
prohibits the offer, prohibits or materially limits the ownership or
operation of all or any material portion of the business or assets of
Lands' End or imposes material limitations on the rights of ownership of
Sears or us with respect to the shares of Lands' End, (2) (A) there is
any general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange or in the Nasdaq National
Market, (B) there is any declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or (C)
there is any limitation (whether or not mandatory) by any U.S.
governmental entity that materially and adversely affects the extension
of credit by banks or other lending institutions in the United States,
or (3) any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall
not have expired or been terminated and all material consents and
approvals required from governmental authorities to consummate the offer
and the merger shall not have been made or obtained.

.  We may, without the consent of Lands' End, extend the expiration date of
the offer, if, at the then current expiration date, any of the
conditions to the offer, other than those set forth in clauses (1), (2)
or (3) of the foregoing paragraph or the minimum condition, is not
satisfied or waived.

.  If all conditions other than the minimum condition are satisfied or
waived, we may on one occasion for a period not to exceed twenty
business days, extend the expiration date beyond the then current
expiration date.

.  We may generally extend the offer for any period required by any rule,
regulation, interpretation or position of the Securities and Exchange
Commission (the "SEC") or the staff thereof applicable to the offer.

However, the expiration date may not be extended in any event beyond
September 30, 2002. If at the expiration date of the offer or any subsequent
expiration date, all of the conditions to the offer are satisfied or waived,
but fewer than 90% of the issued and outstanding shares on a fully diluted
basis, together with shares beneficially owned by Sears, us or any of our
respective subsidiaries, have been tendered and not withdrawn in the offer, we
may, without the consent of Lands' End, elect to provide a "subsequent offering
period." A subsequent offering period, if one is included, will be an
additional period of not less than three and no more than twenty business days
beginning after we have purchased shares tendered during the offer. During the
subsequent offer period stockholders may tender, but not withdraw, their shares
and receive the offer price.

See Section 1--"Terms of the Offer" of this Offer to Purchase for more
details on our obligation and ability to extend the offer.

S-2

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will inform Mellon Investor Services LLC, the
depositary for the offer, of that extension and will issue a press release
announcing the extension not later than 9:00 a.m., New York City time, on the
next business day after the day on which the offer was scheduled to expire. See
Section 1--"Terms of the Offer."

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

.  We are not obligated to purchase any shares that are validly tendered
unless the number of shares validly tendered and not withdrawn before
the expiration date of the offer, together with any other shares we and
Sears and our respective subsidiaries own, represents at least
two-thirds of the then issued and outstanding shares on a fully diluted
basis. We call this condition the "minimum condition." See Section
11--"The Transaction Documents."

.  We are not obligated to purchase any shares that are validly tendered if
the board of directors of Lands' End withdraws or modifies its
recommendation of the offer, the merger agreement or the merger.

.  Subject to our obligation to extend the offer described above, we are
not obligated to purchase shares that are validly tendered if, among
other things, the applicable waiting period under the HSR Act shall not
have expired or been terminated and any material consent or approval
required from any governmental authority to consummate the offer and the
merger shall not have been made or obtained.

The offer is also subject to a number of other important conditions. We can
waive some of these conditions without the consent of Lands' End. We cannot,
however, waive the minimum condition without the consent of Lands' End. See
Section 15--"Certain Conditions of the Offer."

HOW DO I TENDER MY SHARES?

To tender your shares, you must deliver the certificates representing your
shares, together with a completed letter of transmittal and any other documents
required by the letter of transmittal, to Mellon Investor Services LLC, the
depositary for the offer, prior to the expiration of the tender offer. If your
shares are held in street name (that is, through a broker, dealer or other
nominee), they must be tendered by your nominee through The Depository Trust
Company. If you are unable to deliver any required document or instrument to
the depositary by the expiration of the tender offer, you may still participate
in the offer by having a broker, a bank or other fiduciary that is an eligible
institution guarantee that the missing items will be received by the depositary
within three New York Stock Exchange trading days. For the tender to be valid,
however, the depositary must receive the missing items within that three
trading day period. See Section 3--"Procedures for Accepting the Offer and
Tendering Shares."

UNTIL WHAT TIME MAY I WITHDRAW PREVIOUSLY TENDERED SHARES?

You may withdraw your previously tendered shares at any time before the
expiration of the offer. This right to withdraw will not apply to shares
tendered in any subsequent offering period, if one is provided. See
Section 4--"Withdrawal Rights."

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw previously tendered shares, you must deliver a written notice of
withdrawal, or a facsimile of one, with the required information to the
depositary while you still have the right to withdraw shares. If you tendered
shares by giving instructions to a broker or bank, you must instruct the broker
or bank to arrange for the withdrawal of your shares. See Section
4--"Withdrawal Rights."

S-3

WHAT DOES THE LANDS' END BOARD OF DIRECTORS THINK OF THE OFFER?

The Board of Directors of Lands' End (1) unanimously determined that the
terms of the offer and the merger are fair to and in the best interests of the
stockholders of Lands' End, (2) approved the merger agreement and each of the
tender agreements and approved each of the transactions contemplated by the
merger agreement, including the offer and the merger, and the transactions
contemplated by the tender agreements and (3) recommends that the stockholders
of Lands' End accept the offer and tender their shares to us pursuant to the
offer.

HAVE ANY STOCKHOLDERS PREVIOUSLY AGREED TO TENDER THEIR SHARES?

Yes. Certain stockholders of Lands' End, including the founder and Chairman
of Land's End, have agreed to tender Shares representing approximately 55% of
Lands' End's issued and outstanding shares in the offer. See Section 11-- "The
Transaction Documents."

IF TWO-THIRDS OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL LANDS'
END CONTINUE AS A PUBLIC COMPANY?

No. Following the purchase of shares in the offer, we expect to consummate
the merger. If the merger takes place, Lands' End no longer will be publicly
owned. Even if for some reason the merger does not take place, if we purchase
all of the tendered shares, there may be so few remaining stockholders and
publicly held shares that Lands' End common stock will no longer be eligible to
be listed on the New York Stock Exchange or other securities exchanges, there
may not be an active public trading market for Lands' End common stock, and
Lands' End may no longer be required to make filings with the SEC or otherwise
comply with the SEC rules relating to publicly held companies. See Section 13--
"Certain Effects of the Offer."

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE LANDS' END SHARES
ARE NOT TENDERED IN THE OFFER?

Yes. If we accept for payment and pay for at least two-thirds of the shares
of Lands' End on a fully diluted basis, we will be merged with and into Lands'
End. We have agreed to vote for or enter into a written consent with respect to
all shares we acquire in the offer to cause the approval of the merger. If that
merger takes place, Sears will own all of the shares of Lands' End and all
stockholders of Lands' End (other than us, Sears and stockholders properly
exercising dissenters' rights) will receive $62.00 per share in cash, without
interest (or any higher price per share that is paid in the offer). See the
"Introduction" to this Offer to Purchase.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

If you decide not to tender your shares in the offer and the merger occurs,
you will receive the same amount of cash per share that you would have received
had you tendered your shares in the offer, without any interest being paid on
such amount, subject to any dissenters' rights properly exercised under
Delaware law. Therefore, if the merger takes place and you do not exercise your
right to dissent, the only difference to you between tendering your shares and
not tendering your shares is that you will be paid earlier if you tender your
shares in the offer. If you decide not to tender your shares in the offer and
we purchase the tendered shares, but the merger does not occur, there may be so
few remaining stockholders and publicly traded shares that Lands' End common
stock will no longer be eligible for listing on the New York Stock Exchange or
other securities exchanges and there may not be an active public trading market
for Lands' End common stock. Also, as described above, Lands' End may no longer
be required to make filings with the SEC or otherwise comply with the SEC rules
relating to publicly held companies. See the "Introduction" to this Offer to
Purchase and Section 13-- "Certain Effects of the Offer."

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

On May 10, 2002, the last trading day before we announced the tender offer,
the last sale price of Lands' End common stock reported on the New York Stock
Exchange was $51.02 per share. On May 16, 2002, the last

S-4

trading day before we commenced the tender offer, the last sale price of Lands'
End common stock reported on the New York Stock Exchange was $61.84. We
encourage you to obtain a recent quotation for shares of Lands' End common
stock in deciding whether to tender your shares. See Section 6-- "Price Range
of Shares; Dividends."

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TENDERING SHARES
IN THE OFFER OR IN THE MERGER?

The sale or exchange of shares pursuant to the offer or the merger will be a
taxable transaction for United States federal income tax purposes and possibly
for state, local and foreign tax purposes as well. In general, a stockholder
who sells shares pursuant to the offer or receives cash in exchange for shares
pursuant to the merger will recognize gain or loss for United States federal
income tax purposes equal to the difference, if any, between the amount of cash
received and the stockholder's adjusted tax basis in the shares sold or
exchanged. See Section 5--"Material U.S. Federal Income Tax Consequences."

WHO SHOULD I CALL IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You may call D.F. King & Co., Inc. collect at (212) 269-5550 or toll-free at
(800) 290-6429 or Morgan Stanley & Co. Incorporated at (212) 761-4308. D.F.
King & Co., Inc. is acting as the information agent and Morgan Stanley & Co.
Incorporated is acting as the dealer manager for our tender offer. See the back
cover of this Offer to Purchase.

S-5

To the Holders of Shares of
Common Stock of Lands' End, Inc.:

INTRODUCTION

Inlet Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Sears, Roebuck and Co., a New York corporation
("Sears"), hereby offers to purchase all outstanding shares of common stock,
par value $.01 per share (the "Shares"), of Lands' End, Inc., a Delaware
corporation (the "Company" or "Lands' End"), at a price of $62.00 per Share,
net to the seller in cash (the "Offer Price"), upon the terms and subject to
the conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, together with any amendments or supplements hereto or
thereto, collectively constitute the "Offer").

The Offer is being made pursuant to an Acquisition Agreement and Agreement
and Plan of Merger, dated as of May 12, 2002 (the "Merger Agreement"), by and
among Sears, the Purchaser and the Company. The Merger Agreement provides,
among other things, that, after the consummation of the Offer and subject to
certain conditions, the Purchaser will be merged with and into the Company (the
"Merger") with the Company continuing as the surviving corporation (the
"Surviving Corporation"), wholly owned by Sears. Pursuant to the Merger
Agreement, at the effective time of the Merger (the "Effective Time"), each
Share issued and outstanding immediately prior to the Effective Time (other
than Shares held by the Company as treasury stock, or owned by Sears, the
Purchaser or any of Sears' other wholly owned subsidiaries, all of which will
be cancelled and retired and shall cease to exist, and other than Shares that
are held by stockholders, if any, who properly exercise their dissenters'
rights under the Delaware General Corporation Law (the "DGCL")), will be
converted into the right to receive $62.00 or any greater per Share price paid
in the Offer in cash, without interest (the "Merger Consideration").

In connection with the execution of the Merger Agreement, Sears and the
Purchaser entered into Tender Agreements, each dated as of May 12, 2002 (the
"Tender Agreements"), with certain stockholders of the Company, including Mr.
Gary C. Comer, founder and Chairman of the Company and the Richard C. Anderson
Trust, which is associated with Mr. Richard C. Anderson, the Vice Chairman of
the Company (the "Tendering Stockholders"). Approximately 55% of the issued and
outstanding Shares are subject to the Tender Agreements. Pursuant to the Tender
Agreements, each Tendering Stockholder has agreed, among other things and upon
the terms and conditions set forth therein, to tender his or its Shares to the
Purchaser in the Offer and grant Sears a purchase option on their Shares which
is exercisable upon the occurrence of certain events at the Offer Price, to
vote such Shares in the manner specified in the Tender Agreements with respect
to certain matters and to appoint Sears as the Tendering Stockholders' proxy to
vote such Shares in certain circumstances.

The Merger Agreement and the Tender Agreements are more fully described in
Section 11--"The Transaction Documents."

Tendering stockholders who are record owners of their Shares and tender
directly to the Depositary (as defined below) will not be obligated to pay
brokerage fees or commissions or, except as otherwise provided in Instruction 6
of the Letter of Transmittal, stock transfer taxes with respect to the purchase
of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their
Shares through a broker or bank should consult such institution as to whether
it charges any such fees or commissions. Sears or the Purchaser will pay all
charges and expenses of Morgan Stanley & Co. Incorporated, as dealer manager
("Morgan Stanley" or the "Dealer Manager"), Mellon Investor Services LLC, as
depositary (the "Depositary"), and D.F. King & Co., Inc., as information agent
(the "Information Agent"), incurred in connection with the Offer. See Section
17--"Fees and Expenses."

THE BOARD OF DIRECTORS OF THE COMPANY (I) UNANIMOUSLY DETERMINED THAT THE
TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY, (II) APPROVED THE MERGER AGREEMENT AND EACH OF THE
TENDER AGREEMENTS AND APPROVED EACH OF THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, INCLUDING THE OFFER AND THE MERGER, AND THE TRANSACTIONS
CONTEMPLATED BY THE TENDER AGREEMENTS AND (III) RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES TO THE PURCHASER PURSUANT
TO THE OFFER.

Peter J. Solomon Company Limited ("PJSC"), the Company's financial advisor,
delivered to the Board of Directors of the Company (the "Company Board") its
written opinion, dated May 12, 2002, to the effect that, as of such date and
based upon and subject to the matters stated in such opinion, the consideration
to be received by holders of Shares pursuant to the Offer and the Merger was
fair from a financial point of view to such stockholders. The full text of
PJSC's written opinion, which describes the assumptions made, procedures
followed, matters considered and limitations on the review undertaken, is
included as an annex to the Schedule 14D-9 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which is being mailed to stockholders
with this Offer to Purchase. Stockholders are urged to read the full text of
that opinion carefully and in its entirety.

The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares, that, together with any other Shares then owned by Sears or the
Purchaser or any of their subsidiaries, represents at least two-thirds of the
then issued and outstanding shares on a fully diluted basis (the "Minimum
Condition"), and (ii) the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), having expired or been
terminated and all material consents, approvals or authorizations required to
be obtained prior to the consummation of the Offer and the Merger from any
governmental or regulatory authority having been made or obtained. The Offer is
also subject to other conditions set forth in this Offer to Purchase.

For purposes of the Offer, "on a fully diluted basis" means, as of any date,
the number of Shares issued and outstanding, together with the Shares that may
be issued by the Company pursuant to warrants, options, rights or obligations
outstanding at that date, whether or not vested or then exercisable. The
Company has advised Sears that, on May 12, 2002, 30,012,942 Shares were issued
and outstanding and 2,804,051 Shares were subject to stock option grants. None
of Sears, the Purchaser or any person listed on Schedule I hereto beneficially
owns any Shares. The Tendering Stockholders have agreed in the Tender
Agreements to tender their Shares to the Purchaser in the Offer. The shares
subject to the Tender Agreements represent approximately 55% of the issued and
outstanding Shares.

The Merger Agreement provides that following the purchase of and payment for
Shares representing at least two-thirds of the then issued and outstanding
Shares on a fully diluted basis, and prior to the Effective Time, (i) the size
of the Company Board shall be increased to nine, (ii) all current directors
shall resign, other than three directors who were directors on the date of the
Merger Agreement and who are not employees of the Company or stockholders,
affiliates, associates or employees of Sears or the Purchaser (such directors,
the "Independent Directors"), and (iii) Sears shall be entitled to fill the
vacancies so created to the Company Board. The Company has agreed to use its
reasonable best efforts to promptly take all actions necessary to enable Sears'
designees to be elected as directors of the Company. Until the Effective Time,
the Company shall cause the Board to have at least three Independent Directors.

The Merger is subject to the satisfaction or waiver of certain conditions,
including, if required, the approval and adoption of the Merger Agreement by
the affirmative vote of the holders of two-thirds of the outstanding Shares. If
the Minimum Condition is satisfied, the Purchaser would have sufficient voting
power to approve the Merger without the affirmative vote of any other
stockholder of the Company. The Company has agreed to obtain stockholder
approval of the Merger Agreement and the Merger, if required, by written
consent as promptly as practicable following the Purchaser's acceptance for
payment of, and full payment for, the Shares tendered pursuant to the Offer and
to promptly prepare and file with the SEC an information statement relating to
the Merger and the Merger Agreement and cause the information statement to be
mailed to its stockholders; provided that the Company may elect to obtain such
stockholder approval by causing a meeting of the stockholders to be held. Sears
and the Purchaser have agreed to vote their Shares in favor of and consent to
the approval of the Merger and adoption of the Merger Agreement. See Section
11--"The Transaction Documents."

This Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer. This Offer to Purchase contains forward-looking
statements that involve risks and uncertainties, including the risks associated
with satisfying the various

2

conditions to the Offer. Certain of these factors, as well as additional risks
and uncertainties, are detailed in the Company's periodic filings with the SEC.
See Section 8--"Certain Information Concerning the Company."

THE TENDER OFFER

1. TERMS OF THE OFFER.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of such extension or
amendment), the Purchaser will accept for payment and pay for all Shares
validly tendered prior to the Expiration Date and not properly withdrawn as
permitted under Section 4--"Withdrawal Rights." The term "Expiration Date"
means 12:00 midnight, New York City time, on Friday, June 14, 2002, unless the
Purchaser, in accordance with the Merger Agreement, extends the period during
which the Offer is open, in which event the term "Expiration Date" means the
latest time and date on which the Offer, as so extended (other than any
extension with respect to the Subsequent Offering Period described below),
expires.

The Offer is conditioned upon the satisfaction of the Minimum Condition and
the other conditions set forth in Section 15--"Certain Conditions of the
Offer." Subject to the provisions of the Merger Agreement, the Purchaser may
waive any or all of the conditions to its obligation to accept for payment and
pay for Shares pursuant to the Offer (other than the Minimum Condition).

The Purchaser may, without the consent of the Company, and must at the
Company's request, extend the Expiration Date of the Offer from time to time
if, at the then current Expiration Date, (1) there shall be any statute, rule,
regulation, legislation, judgment, order or injunction enacted or entered which
prohibits the offer, prohibits or materially limits the ownership or operation
of all or any material portion of the business or assets of the Company or
imposes material limitations on the rights of ownership of Sears or the
Purchaser with respect to the Shares of the Company, (2) (A) there is any
general suspension of, or limitation on prices for, trading in securities on
the New York Stock Exchange or in the Nasdaq National Market, (B) there is any
declaration of a banking moratorium or any suspension of payments in respect of
banks in the United States or (C) there is any limitation (whether or not
mandatory) by any U.S. governmental entity that materially and adversely
affects the extension of credit by banks or other lending institutions in the
United States, or (3) any applicable waiting period under the HSR Act shall not
have expired or been terminated and all material consents and approvals
required from governmental authorities to consummate the Offer and the Merger
shall not have been made or obtained. In addition, the Purchaser may, without
the consent of the Company, extend the Expiration Date of the Offer, if, at the
then current Expiration Date, any of the conditions to the Offer, other than
those set forth in clauses (1), (2) or (3) above or the Minimum Condition, is
not satisfied or waived. If all conditions other than the Minimum Condition are
satisfied or waived, the Purchaser may on one occasion for a period not to
exceed twenty business days, extend the Expiration Date beyond the then current
Expiration Date. The Purchaser also may generally extend the Offer for any
period required by any rule, regulation, interpretation or position of the SEC
or the staff thereof applicable to the offer. However, the Expiration Date may
not be extended in any event beyond September 30, 2002.

The Purchaser has agreed that, without the prior written consent of the
Company, it will not make any change to the Offer that (i) amends or waives the
Minimum Condition, (ii) decreases the Offer Price, (iii) changes the form of
consideration payable in the Offer, (iv) decreases the number of Shares sought
in the Offer, (v) imposes additional conditions or modifies any of the
conditions to the Offer in any manner adverse to the holders of the Shares, or
(vi) except as otherwise described above, extends the Offer.

The Merger Agreement also provides that if all conditions to the Offer are
satisfied or waived, and if the number of Shares that have been validly
tendered and not withdrawn, together with the Shares beneficially owned by
Sears, the Purchaser and any of their subsidiaries, is less than 90% of the
Shares then issued and outstanding on a fully diluted basis, the Purchaser may
elect, without the consent of the Company, to provide a

3

subsequent offering period in accordance with Rule 14d-11 of the Exchange Act
(a "Subsequent Offering Period"). A Subsequent Offering Period is an additional
period of time from three to twenty business days in length, beginning after
the Purchaser purchases Shares tendered in the Offer, during which time
stockholders may tender, but not withdraw, their Shares and receive the Offer
Price. Rule 14d-11 provides that the Purchaser may include a Subsequent
Offering Period so long as, among other things, (i) the Offer remained open for
a minimum of twenty business days and has expired, (ii) the Purchaser
immediately accepts and promptly pays for all Shares tendered during the Offer
prior to the Expiration Date, (iii) the Purchaser announces the results of the
Offer, including the approximate number and percentage of Shares tendered and
accepted in the Offer, no later than 9:00 a.m., New York City time, on the next
business day after the Expiration Date and immediately begins the Subsequent
Offering Period, and (iv) the Purchaser immediately accepts and promptly pays
for Shares as they are tendered during the Subsequent Offering Period. In the
event that the Purchaser elects to provide a Subsequent Offering Period, it
will provide an announcement to that effect by issuing a press release to a
national news service on the next business day after the previously scheduled
Expiration Date.

Subject to the applicable rules and regulations of the SEC and the
provisions of the Merger Agreement, the Purchaser expressly reserves the right,
at any time on or after the date of the Merger Agreement and before the
Expiration Date, (i) to terminate the Offer or amend the Offer if any of the
conditions set forth in Section 15--"Certain Conditions of the Offer" have not
been satisfied or (ii) to waive any condition to the Offer (other than the
Minimum Condition), in each case by giving oral or written notice of such
extension, termination, waiver or amendment to the Depositary and by making a
public announcement thereof.

The rights reserved by the Purchaser by the preceding paragraph are in
addition to the Purchaser's rights pursuant to Section 15--"Certain Conditions
of the Offer." Any extension, delay, termination, waiver or amendment will be
followed promptly by public announcement. Such announcement, in the case of an
extension, will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date, in accordance
with the public announcement requirements of Rule 14e-1(d) under the Exchange
Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the
Exchange Act, which require that material changes be promptly disseminated to
stockholders in a manner reasonably designed to inform them of such changes),
and without limiting the manner in which the Purchaser may choose to make any
public announcement, the Purchaser shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a press release to a national news service.

If the Purchaser extends the Offer, is delayed in its acceptance for payment
of Shares or is unable to accept Shares for payment pursuant to the Offer for
any reason, then, without prejudice to the Purchaser's rights under the Offer,
the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that
tendering stockholders are entitled to withdrawal rights as described herein
under Section 4--"Withdrawal Rights." However, the ability of the Purchaser to
delay the payment for Shares that the Purchaser has accepted for payment is
limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder
pay the consideration offered or return the securities deposited by or on
behalf of stockholders promptly after the termination or withdrawal of such
bidder's offer.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Purchaser will disseminate additional tender offer materials and
extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1
under the Exchange Act. The minimum period during which an offer must remain
open following a material change in the terms of the offer, other than a change
in price, percentage of securities sought or inclusion of or changes to a
dealer's soliciting fee, will depend upon the facts and circumstances,
including the materiality, of the change. In the SEC's view, an offer should
remain open for a minimum of five (5) business days from the date the material
change is first published, sent or given to stockholders and, if a material
change is made with respect to information that approaches the significance of
price and the percentage of Shares sought, a minimum of ten (10) business days
may be required to allow for adequate dissemination and investor response.
Accordingly, if, prior to the Expiration Date, the Purchaser decreases the
number of Shares being sought or increases the consideration

4

offered pursuant to the Offer, and if the Offer is scheduled to expire at any
time earlier than the tenth (10th) business day from the date that notice of
such increase or decrease is first published, sent or given to stockholders,
the Offer will be extended at least until the expiration of such tenth (10th)
business day. As used in this Offer to Purchase, "business day" has the meaning
set forth in Rule 14d-1 under the Exchange Act.

The Company has provided the Purchaser with the Company's stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase and the related Letter of Transmittal
will be mailed to record holders of Shares whose names appear on the Company's
stockholder list and will also be furnished, for subsequent transmittal to
beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment) and the satisfaction or waiver of all the conditions to the Offer
set forth in Section 15--"Certain Conditions of the Offer," the Purchaser will
accept for payment and will pay for all Shares validly tendered and not
properly withdrawn promptly after the Expiration Date. Subject to the terms of
the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act,
the Purchaser expressly reserves the right to delay acceptance for payment of
Shares pending receipt of regulatory or governmental approvals and any
applicable pre-merger notification laws or regulations of foreign
jurisdictions, including, without limitation, the HSR Act. See Section
16--"Certain Legal Matters; Regulatory Approvals." If Purchaser decides to
include a Subsequent Offering Period, Purchaser will accept for payment, and
promptly pay for all validly tendered Shares as they are received during the
Subsequent Offering Period. See Section 1--"Terms of the Offer."

In all cases (including during any Subsequent Offering Period), payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) the certificates evidencing such Shares
(the "Share Certificates") or confirmation of a book-entry transfer of such
Shares (a "Book-Entry Confirmation") into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in Section 3--"Procedures for Accepting the Offer and
Tendering Shares," (ii) the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined below) in lieu of the Letter of Transmittal and (iii) any
other documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when Share
Certificates or Book-Entry Confirmations with respect to Shares are actually
received by the Depositary.

The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to and received by the Depositary and forming a part of a
Book-Entry Confirmation, that states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.

For purposes of the Offer (including during any Subsequent Offering Period),
the Purchaser will be deemed to have accepted for payment, and thereby
purchased, Shares validly tendered and not properly withdrawn, if and when the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance for payment of such Shares pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Shares accepted for payment
pursuant to the Offer will be made by deposit of the Offer Price for such
Shares with the Depositary, which will act as agent for tendering stockholders
for the purpose of receiving payments from the Purchaser and transmitting such
payments to tendering stockholders whose Shares have been accepted for payment.
If the Purchaser extends the Offer, is delayed in its acceptance for payment of
Shares or is unable to

5

accept Shares for payment pursuant to the Offer for any reason, then, without
prejudice to the Purchaser's rights under the Offer, the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Shares, and such
Shares may not be withdrawn except to the extent that tendering stockholders
are entitled to withdrawal rights as described herein under Section
4--"Withdrawal Rights" and as otherwise required by Rule 14e-1(c) under the
Exchange Act.

If any tendered Shares are not accepted for payment for any reason pursuant
to the terms and conditions of the Offer, or if Share Certificates are
submitted evidencing more Shares than are tendered, Share Certificates
evidencing unpurchased Shares will be returned, without expense to the
tendering stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility
pursuant to the procedure set forth in Section 3--"Procedures for Accepting the
Offer and Tendering Shares," such Shares will be credited to an account
maintained at the Book-Entry Transfer Facility), promptly following the
expiration or termination of the Offer.

3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.

VALID TENDERS. In order for a stockholder validly to tender Shares pursuant
to the Offer, either (i) the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal) and any other documents
required by the Letter of Transmittal must be received by the Depositary at one
of its addresses set forth on the back cover of this Offer to Purchase and
either (A) the Share Certificates evidencing tendered Shares must be received
by the Depositary at such address or (B) such Shares must be tendered pursuant
to the procedure for book-entry transfer described below and a Book-Entry
Confirmation must be received by the Depositary, in each case prior to the
Expiration Date (or, with respect to any Subsequent Offering Period, if one is
provided, prior to the expiration thereof), or (ii) the tendering stockholder
must comply with the guaranteed delivery procedures described below.

BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in the system of the Book-Entry
Transfer Facility may make a book-entry delivery of Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery of
Shares may be effected through book-entry transfer at the Book-Entry Transfer
Facility, either the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and duly executed, together with any required
signature guarantees, or an Agent's Message in lieu of the Letter of
Transmittal, and any other required documents, must, in any case, be received
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase prior to the Expiration Date (except with respect to any
Subsequent Offering Period, if one is provided), or the tendering stockholder
must comply with the guaranteed delivery procedure described below. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.

For Shares to be validly tendered during any Subsequent Offering Period, the
tendering stockholder must comply with the foregoing procedures, except that
required documents and certificates must be received during the Subsequent
Offering Period.

SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of
Transmittal (i) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section 3, includes any participant
in the Book-Entry Transfer Facility's systems whose name appears on a security
position listing as the owner of the Shares) of the Shares tendered therewith,
unless such holder has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on the Letter
of Transmittal or (ii) if the Shares are tendered for the account of a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion

6

Program or any other "eligible guarantor institution," as such term is defined
in Rule 17Ad-15 of the Exchange Act (each an "Eligible Institution" and
collectively "Eligible Institutions"). In all other cases, all signatures on a
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 1 of the Letter of Transmittal. If a Share Certificate is
registered in the name of a person or persons other than the signer of the
Letter of Transmittal, or if payment is to be made or delivered to, or a Share
Certificate not accepted for payment or not tendered is to be issued in, the
name(s) of a person other than the registered holder(s), then the Share
Certificate must be endorsed or accompanied by appropriate duly executed stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear on the Share Certificate, with the signature(s) on such Share
Certificate or stock powers guaranteed by an Eligible Institution as provided
in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of
Transmittal.

GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and the Share Certificates evidencing such stockholder's Shares are
not immediately available or such stockholder cannot deliver the Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date, or such stockholder cannot complete the procedure for delivery
by book-entry transfer on a timely basis, such Shares may nevertheless be
tendered; provided that all of the following conditions are satisfied:

i. such tender is made by or through an Eligible Institution;

ii. a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, is received prior
to the Expiration Date by the Depositary as provided below; and

iii. the Share Certificates (or a Book-Entry Confirmation) evidencing all
tendered Shares, in proper form for transfer, in each case together with the
Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees (or, in
the case of a book-entry transfer, an Agent's Message), and any other
documents required by the Letter of Transmittal are received by the
Depositary within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
manually signed facsimile transmission or mailed to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in the
form of Notice of Guaranteed Delivery made available by the Purchaser.

Notwithstanding any other provision of this Offer, payment for Shares
accepted pursuant to the Offer will in all cases only be made after timely
receipt by the Depositary of (i) certificates evidencing such Shares or a
Book-Entry Confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility pursuant to the
procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal and (iii) any other
documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when Share
Certificates or Book-Entry Confirmations with respect to Shares are actually
received by the Depositary.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, RECEIPT OF A BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's acceptance of the Offer, as well as
the tendering stockholder's representation and warranty that

7

such stockholder has the full power and authority to tender and assign the
Shares tendered, as specified in the Letter of Transmittal. The Purchaser's
acceptance for payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the tendering stockholder and the Purchaser upon
the terms and subject to the conditions of the Offer.

DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Purchaser, in its sole discretion,
which determination shall be final and binding on all parties. The Purchaser
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance for payment of which may, in the opinion
of its counsel, be unlawful. The Purchaser also reserves the absolute right to
waive any defect or irregularity in the tender of any Shares of any particular
stockholder, whether or not similar defects or irregularities are waived in the
case of other stockholders. No tender of Shares will be deemed to have been
validly made until all defects and irregularities have been cured or waived to
the satisfaction of the Purchaser. None of Sears, the Purchaser, the Dealer
Manager, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in tenders
or incur any liability for failure to give any such notification. The
Purchaser's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and the instructions thereto) will be final and
binding.

APPOINTMENT. By executing and delivering the Letter of Transmittal and
tendering certificates or completing the procedure for book-entry transfer, as
set forth above, the tendering stockholder will irrevocably appoint designees
of the Purchaser as such stockholder's attorneys-in-fact and proxies in the
manner set forth in the Letter of Transmittal, each with full power of
substitution, to the full extent of such stockholder's rights with respect to
the Shares tendered by such stockholder and accepted for payment by the
Purchaser and with respect to any and all other Shares or other securities or
rights issued or issuable in respect of such Shares. All such powers of
attorney and proxies will be considered irrevocable and coupled with an
interest in the tendered Shares. Such appointment will be effective when, and
only to the extent that, the Purchaser accepts for payment Shares tendered by
such stockholder as provided herein. Upon such appointment, all prior powers of
attorney and proxies given by such stockholder with respect to such Shares or
other securities or rights will, without further action, be revoked and no
subsequent powers of attorney and proxies or revocations may be given by such
stockholder (and, if given, will not be deemed effective). The designees of the
Purchaser will thereby be empowered to exercise all voting and other rights
with respect to such Shares and other securities or rights, including, without
limitation, in respect of any annual, special or adjourned meeting of the
Company's stockholders, actions by written consent in lieu of any such meeting
or otherwise, as they in their sole discretion deem proper. The Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered immediately upon the Purchaser's acceptance for payment of such
Shares, the Purchaser must be able to exercise full voting, consent and other
rights with respect to such Shares and other related securities or rights,
including voting at any meeting of stockholders.

BACKUP WITHHOLDING. Under the "backup withholding" provisions of U.S.
federal income tax law, the Depositary may be required to withhold and pay over
to the Internal Revenue Service a portion of the amount of any payments made
pursuant to the Offer. To avoid backup withholding, unless an exemption
applies, a stockholder who is a U.S. person (as defined for U.S. federal income
tax purposes) must provide the Depositary with such stockholder's correct
taxpayer identification number ("TIN") and certify under penalties of perjury
that such TIN is correct and that such stockholder is not subject to backup
withholding by completing the Substitute Form W-9 in the Letter of Transmittal.
If a stockholder does not provide its correct TIN or fails to provide the
certifications described above, the Internal Revenue Service may impose a
penalty on the stockholder and any payment made to the stockholder pursuant to
the Offer may be subject to backup withholding. All stockholders surrendering
Shares pursuant to the Offer who are U.S. persons should complete and sign the
Substitute Form W-9 included in the Letter of Transmittal to provide the
information and certifications necessary to avoid backup withholding (unless an
applicable exemption exists and is proved in a manner satisfactory to the
Depositary). Certain stockholders (including, among others, all corporations
and certain foreign individuals and entities) may not be subject to backup
withholding. Foreign stockholders should complete and sign the appropriate Form
W-8

8

(a copy of which may be obtained from the Depositary) in order to avoid backup
withholding. Such stockholders should consult a tax advisor to determine which
Form W-8 is appropriate. See Instruction 8 of the Letter of Transmittal.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from payments made to a stockholder may be refunded or
credited against such stockholder's U.S. federal income tax liability, if any,
provided that the required information is furnished to the Internal Revenue
Service.

4. WITHDRAWAL RIGHTS.

Except as otherwise provided in this Section 4, tenders of Shares made
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer
may be withdrawn at any time prior to the Expiration Date and, unless
theretofore accepted for payment by the Purchaser pursuant to the Offer, may
also be withdrawn at any time after July 15, 2002.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover page of this Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of such Shares, if different from that of the
person who tendered such Shares. If Share Certificates evidencing Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the physical release of such Share Certificates, the serial numbers
shown on such Share Certificates must be submitted to the Depositary and the
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution, unless such Shares have been tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer as set forth in Section 3--"Procedures for Accepting
the Offer and Tendering Shares," any notice of withdrawal must also specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares.

If the Purchaser extends the Offer, is delayed in its acceptance for payment
of Shares or is unable to accept Shares for payment pursuant to the Offer for
any reason, then, without prejudice to the Purchaser's rights under the Offer,
the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that
tendering stockholders are entitled to withdrawal rights as described herein.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn
will thereafter be deemed not to have been validly tendered for purposes of the
Offer. However, withdrawn Shares may be re-tendered by again following one of
the procedures described in Section 3--"Procedures for Accepting the Offer and
Tendering Shares" at any time prior to the Expiration Date or during the
Subsequent Offering Period, if any.

No withdrawal rights apply during the Subsequent Offering Period with
respect to Shares tendered in the Offer and accepted for payment. See Section
1--"Terms of the Offer."

ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY
NOTICE OF WITHDRAWAL WILL BE DETERMINED BY THE PURCHASER, IN ITS SOLE
DISCRETION, WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF SEARS, THE
PURCHASER, THE DEALER MANAGER, THE DEPOSITARY, THE INFORMATION AGENT OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE
TO GIVE ANY SUCH NOTIFICATION.

5. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

The following is a summary of the material U.S. federal income tax
consequences of the Offer and the Merger to stockholders of the Company whose
Shares are tendered and accepted for payment pursuant to the Offer or whose
Shares are converted into the right to receive cash in the Merger. The
discussion is based upon

9

the Internal Revenue Code of 1986, as amended, Treasury regulations, judicial
authorities, published positions of the Internal Revenue Service and other
applicable authorities, all as in effect on the date hereof and all of which
are subject to change or differing interpretations (possibly with retroactive
effect). This discussion is limited to stockholders of the Company who hold
their Shares as capital assets for U.S. federal income tax purposes (generally,
assets held for investment). The discussion does not address all of the tax
consequences that may be relevant to stockholders of the Company who hold their
Shares pursuant to the exercise of employee stock options or otherwise as
compensation or to certain types of stockholders (such as insurance companies,
tax-exempt organizations, financial institutions and broker-dealers) that are
subject to special treatment under federal income tax laws. In addition, this
discussion does not discuss the U.S. federal income tax consequences to any
stockholder of the Company that, for U.S. federal income tax purposes, is a
nonresident alien individual, a foreign corporation, a foreign partnership, or
a foreign estate or trust, nor does it consider the effect of any state, local
or foreign tax laws.

BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT
HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES
DISCUSSED BELOW AND THE PARTICULAR TAX CONSEQUENCES OF THE OFFER AND THE MERGER
TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL
AND FOREIGN TAX LAWS AND OF CHANGES IN SUCH LAWS.

The sale or exchange of Shares for cash pursuant to the Offer or the Merger
will be a taxable transaction for U.S. federal income tax purposes and
generally for state, local and foreign income tax purposes as well. In general,
a stockholder who sells Shares pursuant to the Offer or receives cash in
exchange for Shares pursuant to the Merger will recognize gain or loss for U.S.
federal income tax purposes in an amount equal to the difference, if any,
between the amount of cash received and the stockholder's adjusted tax basis in
the Shares sold or exchanged. Gain or loss will be determined separately for
each block of Shares (that is, Shares acquired at the same cost in a single
transaction) tendered pursuant to the Offer or exchanged for cash pursuant to
the Merger. Such gain or loss will be long-term capital gain or loss provided
that a stockholder's holding period for such Shares is more than one year at
the time of consummation of the Offer or the Merger, as the case may be.
Capital gains recognized by an individual upon a disposition of Shares that
have been held for more than one year generally will be subject to a maximum
U.S. federal income tax rate of 20%. In the case of Shares that have been held
for one year or less, such capital gains generally will be subject to tax at
ordinary income tax rates. Certain limitations apply to the use of a
stockholder's capital losses.

A stockholder whose Shares are sold or exchanged pursuant to the Offer or
the Merger may be subject to backup withholding unless certain information and
certifications are provided to the Depositary or an exemption applies. See
Section 3--"Procedures for Accepting the Offer and Tendering Shares."

6. PRICE RANGE OF SHARES; DIVIDENDS.

The Shares trade on the New York Stock Exchange (the "NYSE") under the
symbol "LE." The following table sets forth, for the periods indicated, the
high and low sale prices per Share for the periods indicated. Share prices are
as reported on the NYSE based on published financial sources.

COMMON STOCK
-----------------
CALENDAR YEAR                         HIGH     LOW
-------------                       -------- --------

2000:
First Quarter................... $61.5000 $27.2500
Second Quarter..................  59.9375  28.2500
Third Quarter...................  40.5000  20.3800
Fourth Quarter..................  27.4700  18.7000
2001:
First Quarter................... $31.8000 $22.5000
Second Quarter..................  41.8100  26.2000
Third Quarter...................  43.6000  28.3700
Fourth Quarter..................  53.3800  28.0500
2002:
First Quarter................... $55.2000 $43.2000
Second Quarter (through May 16).  61.9000  43.2500

10

On May 10, 2002, the last full day of trading before the public announcement
of the execution of the Merger Agreement, the closing price of the Shares on
the NYSE was $51.02 per Share. On May 16, 2002, the last full day of trading
before the commencement of the Offer, the closing price of the Shares on the
NYSE was $61.84 per Share. The Company has not paid a dividend in cash on the
Shares since December 29, 1993 and the setting aside for payment or paying any
dividend on the Shares is prohibited by the Merger Agreement.

STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

7. CERTAIN INFORMATION CONCERNING THE COMPANY.

GENERAL. The Company is a Delaware corporation with its principal offices
located at One Lands' End Lane, Dodgeville, Wisconsin. The telephone number for
the Company is (608) 935-9341. According to the Company's Annual Report on Form
10-K for the fiscal year ended February 1, 2002, the Company is a leading
direct merchant of traditionally styled, casual clothing for men, women and
children, accessories, footwear, home products, and soft luggage. The Company
offers its products through multiple selling channels consisting of regular
mailings of its monthly primary, prospecting and specialty catalogs as well as
through the Internet, its international businesses, and its outlet and inlet
stores.

AVAILABLE INFORMATION. The Shares are registered under the Exchange Act.
Accordingly, the Company is subject to the information reporting requirements
of the Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the SEC's regional offices located at 233
Broadway, New York, New York 10279 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Information regarding the public
reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. The Company's filings are also available to the public on the
SEC's Internet site (http://www.sec.gov). Copies of such materials may also be
obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

SUMMARY FINANCIAL INFORMATION. Set forth below is certain summary financial
information for the Company and its consolidated subsidiaries for the last two
fiscal years excerpted from the Company's Annual Reports on Form 10-K for the
periods ended January 26, 2001 and February 1, 2002 and the summary financial
information for the Company and its consolidated subsidiaries for the quarters
ended April 27, 2001 and May 3, 2002 excerpted from the Company's May 16, 2002
earnings release. More comprehensive financial information is included in such
reports and other documents filed by the Company with the SEC, and the
following summary is qualified in its entirety by reference to such reports and
other documents and all of the financial information and notes contained
therein. Copies of such reports and other documents may be examined at or
obtained from the SEC in the manner set forth above.

QUARTER ENDED      FISCAL YEAR ENDED
------------------ ---------------------
APRIL 27,  MAY 3,
2001      2002      2001       2002
--------- -------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

REVENUE
Total revenue.................. $311,120  $341,175 $1,462,283 $1,569,062
OPERATING DATA
Income from operations.........   10,506    25,644     61,660    113,164
Net income.....................    5,858    16,496     34,657     66,916
Net income per share:
Basic......................     0.20      0.55       1.15       2.27
Diluted....................     0.20      0.54       1.14       2.23
BALANCE SHEET DATA
Total assets...................  470,750   588,376    507,629    599,120
Total current liabilities......  132,393   161,059    178,874    185,564
Total stockholder's investment.  321,106   415,941    314,188    400,718

11

CERTAIN PROJECTIONS PROVIDED BY THE COMPANY. The Company does not, as a
matter of course, make public any forecasts as to its future financial
performance. However, in connection with Sears' review of the Transactions, the
Company provided Sears with certain projected financial information concerning
the Company. The Company has advised Sears and the Purchaser that its internal
financial forecasts (upon which the projections provided to Sears and the
Purchaser were based in part) are, in general, prepared solely for internal use
and capital budgeting and other management decisions and are subjective in many
respects and thus susceptible to multiple interpretations and periodic
revisions based on actual experience and business developments. The projections
also reflect numerous assumptions (not all of which were provided to Sears and
the Purchaser), all made by management of the Company, with respect to industry
performance, general business, economic, market and financial conditions and
other matters. Such assumptions regarding future events are difficult to
predict, and many are beyond the Company's control. Accordingly, there can be
no assurance that the assumptions made by the Company in preparing the
projections will prove accurate. It is expected that there will be differences
between actual and projected results, and actual results may be materially
greater or less than those contained in the projections. The inclusion of the
projections herein should not be regarded as an indication that any of Sears,
the Purchaser, the Company or their respective affiliates or representatives
consider the projections to be a reliable prediction of future events, and the
projections should not be relied upon as such. These projections are being
provided only because the Company made them available to Sears and the
Purchaser in connection with their discussions regarding the Offer and the
Merger. None of Sears, the Purchaser, the Company or any of their respective
affiliates or representatives makes any representation to any person regarding
the projections, and none of them has or intends to update or otherwise revise
the projections to reflect circumstances existing after the date when made or
to reflect the occurrence of future events even in the event that any or all of
the assumptions underlying the projections are shown to be in error.

The projections provided to Sears by the Company included, among other
things, the following forecasts and targets for the fiscal years indicated of
the Company's total revenues, gross profit, pretax income and earnings per
share (in millions, except per share data):

FORECAST           TARGET
-                  -------- --------------------------
FY 2003  FY 2004  FY 2005  FY 2006
-------- -------- -------- --------

Total Revenues.... $1,658.0 $1,806.4 $1,978.0 $2,154.1
Gross Profit......    742.9    815.8    900.0    977.2
Pretax Income.....    133.4    152.0    175.9    193.4
Earnings per Share $   2.70 $   3.07 $   3.55 $   3.91

These projections should be read together with the financial statements of
the Company that can be obtained from the SEC as described above.

It is the understanding of Sears and the Purchaser that the projections were
not prepared with a view to public disclosure or compliance with published
guidelines of the SEC or the guidelines established by the American Institute
of Certified Public Accountants regarding projections or forecasts. The
projections do not purport to present operations in accordance with generally
accepted accounting principles, and the Company's independent auditors have not
examined, compiled or performed any procedures with respect to the projections
presented herein, nor have they expressed any opinion or any other form of
assurance of such information or its achievability, and accordingly assume no
responsibility for them.

Except for these projections and as otherwise stated in this Offer to
Purchase, the information concerning the Company contained herein has been
taken from or is based upon reports and other documents on file with the SEC or
otherwise publicly available. Neither Sears nor the Purchaser (i) has any
knowledge that would indicate that any statements contained herein based upon
such reports and documents are untrue or (ii) takes any responsibility for the
accuracy or completeness of the information contained in such reports and other
documents or for any failure by the Company to disclose events that may have
occurred and may affect the significance or accuracy of any such information.

12

8. CERTAIN INFORMATION CONCERNING SEARS AND THE PURCHASER.

GENERAL. Sears is a New York corporation with its principal offices located
at 3333 Beverly Road, Hoffman Estates, Illinois 60179. The telephone number of
Sears is (847) 286-2500. Sears is a multi-line retailer that provides a wide
array of merchandise and services. Sears' business is organized into four
principal business segments--Retail and Related Services, Credit and Financial
Products, Corporate and Other, and Sears Canada.

The Purchaser is a Delaware corporation with its principal offices located
at 3333 Beverly Road, Hoffman Estates, Illinois 60179. The telephone number of
the Purchaser is (847) 286-2500. The Purchaser is a wholly owned subsidiary of
Sears. The Purchaser was formed for the purpose of making a tender offer for
all of the common stock of the Company and has not engaged, and does not expect
to engage, in any business other than in connection with the Offer and the
Merger.

The name, citizenship, business address, business phone number, present
principal occupation or employment and past material occupation, positions,
offices or employment for each director and executive officer of Sears and the
Purchaser for at least the last five (5) years and certain other information
are set forth in Schedule I hereto.

Except as described in this Offer to Purchase and in Schedule I hereto, (i)
none of Sears, the Purchaser or, to the best knowledge of Sears and the
Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or
any associate or majority-owned subsidiary of Sears or the Purchaser or any of
the persons so listed beneficially owns or has any right to acquire, directly
or indirectly, any Shares and (ii) none of Sears, the Purchaser or, to the best
knowledge of Sears and the Purchaser, any of the persons or entities referred
to above nor any director, executive officer or subsidiary of any of the
foregoing has effected any transaction in the Shares during the past sixty (60)
days.

Except as provided in the Merger Agreement, the Tender Agreements or as
otherwise described in this Offer to Purchase, none of Sears, the Purchaser or,
to the best knowledge of Sears and the Purchaser, any of the persons listed in
Schedule I to this Offer to Purchase, has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or voting of
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss, guarantees of
profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Sears, the Purchaser
or, to the best knowledge of Sears and the Purchaser, any of the persons listed
on Schedule I hereto, has had any business relationship or transaction with the
Company or any of its executive officers, directors or affiliates that is
required to be reported under the rules and regulations of the SEC applicable
to the Offer. Except as set forth in this Offer to Purchase, there have been no
contacts, negotiations or transactions between Sears or any of its subsidiaries
or, to the best knowledge of Sears, any of the persons listed in Schedule I to
this Offer to Purchase, on the one hand, and the Company or its affiliates, on
the other hand, concerning a merger, consolidation or acquisition, tender offer
or other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets. None of the persons listed in Schedule
I has, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). None of the persons
listed in Schedule I has, during the past five years, been a party to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.

AVAILABLE INFORMATION. Pursuant to Rule 14d-3 under the Exchange Act, Sears
and the Purchaser filed with the SEC a Tender Offer Statement on Schedule TO
(the "Schedule TO"), of which this Offer to Purchase forms a

13

part, and exhibits to the Schedule TO. Additionally, Sears is subject to the
information reporting requirements of the Exchange Act and, in accordance
therewith, is required to file periodic reports, proxy statements and other
information with the SEC relating to its business, financial condition and
other matters. The Schedule TO and the exhibits thereto, and such reports,
proxy statements and other information, can be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the SEC's regional offices located at
233 Broadway, New York, New York 10279 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Information regarding the public
reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. Sears filings are also available to the public on the SEC's
Internet site (http://www.sec.gov). Copies of such materials may also be
obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

9. SOURCE AND AMOUNT OF FUNDS.

The Offer is not conditioned upon Sears' or the Purchaser's ability to
finance the purchase of Shares pursuant to the Offer.

Sears and the Purchaser estimate that the total amount of funds required to
purchase all of the outstanding Shares pursuant to the Offer and the Merger
will be approximately $1.9 billion, including related fees and expenses. Sears
has available to it sufficient funds to close the Offer and the Merger, and
will cause the Purchaser to have sufficient funds available to close the Offer
and the Merger. Sears intends to obtain the necessary funds from its ongoing
free cash flow and a combination of unsecured long term public debt or long
term securities sold into the asset-backed market. In the event that such
financings are unavailable, Sears will utilize cash on hand and/or arrange
alternate financing, which may include, among other financing alternatives, the
issuance of its unsecured commercial paper or borrowings via a syndicate of
multi-seller, asset-backed commercial paper conduit programs sponsored by
various banks.

10. BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY.

In May 2000, the Company's then financial advisor contacted Sears to solicit
interest with regards to the possible acquisition of the Company by Sears. On
May 19, 2000, the Company and Sears executed a confidentiality agreement and
thereafter the Company provided Sears with an offering memorandum with respect
to the Company.

In June 2000, Sears retained Morgan Stanley to serve as its financial
advisor with respect to the possible acquisition.

On June 15, 2000, pursuant to a request from the Company's then financial
advisor, Sears submitted a written, non-binding indication of interest for the
acquisition of the Company in a cash tender offer for 100% of the outstanding
common stock.

On June 26, 2000, representatives of Sears attended a presentation by the
Company's management with respect to its business and operations. Subsequent to
the management presentation, throughout late June and the first half of July
2000, Sears and its legal and financial advisors conducted due diligence
investigations of the Company.

On July 16, 2000, the Company indicated to Sears that the Company would not
meet its forecasts for both the second quarter and the full year of fiscal
2001. In mid-to-late July, 2000, Sears instructed Morgan Stanley to inform the
Company's then financial advisor that it would not be making a bid for the
Company at that time.

In August of 2001, the Board of Directors of Sears (the "Sears Board")
discussed management's recommendation that Sears pursue either a retail
distribution relationship or a business combination with the Company, including
the fact that such a relationship or combination would be a good strategic fit
with Sears' plan to reposition its Full-line Store product offerings. Following
and pursuant to this discussion,

14

Mr. Alan J. Lacy, the Chairman of the Board of Directors, President and Chief
Executive Officer of Sears, contacted Mr. Gary C. Comer, founder and Chairman
of the Company, to express an interest in a potential retail distribution
arrangement or business combination with the Company. Mr. Comer responded in
early September that the Company was not interested in engaging in either a
retail distribution relationship or other business combination discussions at
that time.

In late February 2002, Sears was contacted by the Company's new financial
advisor, PJSC, on behalf of the Company, soliciting Sears' interest in a
combination with the Company.

In February 2002, the Company and Sears executed a new confidentiality
agreement, containing customary terms and conditions, and PJSC provided an
updated offering memorandum with respect to the Company. On March 26, 2002,
Morgan Stanley contacted representatives of PJSC to discuss the process by
which Sears would evaluate an acquisition of the Company.

At the March 2002 meeting of the Sears Board, Sears' management discussed
with the Sears Board the fact that the Company had approached Sears as part of
an auction process and was again interested in pursuing a transaction. Mr. Lacy
told the board that management was actively pursuing this opportunity. The
Sears Board then engaged in a discussion of the strategic benefits of such a
transaction.

On April 2, 2002, in connection with the continuing discussions relating to
a potential business combination, members of the Company's management made a
presentation to management of Sears and representatives of Morgan Stanley
concerning the Company, its current and historic financial performance and
future prospects.

On April 11, 2002, Mr. Lacy met with Mr. David F. Dyer, the Company's
President and Chief Executive Officer, in Dodgeville, Wisconsin to tour the
Company's facility and to discuss other matters related to the transaction.

On April 15, 2002, Sears submitted to PJSC a non-binding written indication
of interest to acquire all of the issued and outstanding Shares of the Company
in a cash tender offer.

On April 16, 2002, Mr. Lacy called PJSC to discuss Sears' initial bid and
other matters related to the potential transaction.

Thereafter, Sears and its financial and legal advisors resumed their due
diligence examinations of the Company, including the review of legal documents
and other written materials at the Company's outside law firm on April 18,
2002. Sears engaged in meetings and conference calls with the Company's
management with respect to the Company's business, discussed with Company
management the possible effects on the Company and Sears resulting from a
potential combination and examined confidential materials.

On April 19, 2002, Sears received an invitation to submit a definitive
proposal to acquire all the outstanding Shares of the Company, which set forth
the procedures by which the Company would entertain proposals. PJSC forwarded
to Sears the bid procedures letter together with a form of merger agreement and
a form of tender agreement with respect to the proposed tender of Shares by the
Company's largest stockholder in connection with the proposed transaction. The
bid procedures letter requested a written definitive proposal be delivered to
PJSC by the close of business on May 9, 2002.

On April 23 and 24, 2002, Sears' independent accountants met with the
Company's accountants in furtherance of Sears' due diligence investigation.

On April 24, 2002, Mr. Lacy met with Mr. Comer in Chicago to discuss a
potential transaction, the terms and conditions thereof, and Sears' intentions
regarding the operation of the business if a transaction was completed.

On April 26, 2002, Sears' representatives and advisors met with the
Company's management to discuss due diligence issues. Due diligence by Sears
and its advisors continued through early May 2002.

On May 7, 2002, Morgan Stanley received a call from PJSC to discuss the
potential proposal.

15

On May 9, 2002, Sears convened a meeting of the Sears Board. At this
meeting, Sears management, as well as representatives of Morgan Stanley and
Skadden, Arps, Slate, Meagher & Flom (Illinois), Sears' legal advisor, made
presentations regarding the proposed transaction. Subsequently, the Sears Board
unanimously authorized Sears management to submit a formal proposal for the
acquisition of the Company and to enter into negotiations in that respect.
After the board meeting, Mr. Lacy telephoned Mr. Dyer to discuss the details of
Sears' proposal. Shortly thereafter, Sears submitted to PJSC a letter offering
to pay $61.00 per Share in cash for all outstanding Shares of the Company,
subject to, among other things, the approval of the respective boards of
directors of the two companies. The letter was accompanied by mark-ups of the
forms of merger and tender agreements. In addition, throughout the day on May
9, 2002, representatives of Morgan Stanley and PJSC engaged in conversations
regarding the potential transaction.

On May 10, 2002, the Company's legal counsel contacted Sears' legal counsel
for the purpose of discussing and clarifying certain provisions in the marked
up merger and tender agreements. Later that day, the Company Board met to
evaluate Sears' proposal to acquire the Company. At this meeting, the Company
Board unanimously authorized the Company to commence negotiations with Sears
regarding price and other terms. On May 11, 2002, representatives of the
Company delivered to Sears and its representatives revised drafts of the merger
agreement and tender agreement.

Beginning on May 11, 2002 and continuing through May 12, 2002,
representatives of Sears and the Company, together with their respective
financial and legal advisors, met to continue negotiations of the specific
terms and provisions of the merger agreement and the tender agreement,
including, without limitation, the conditions to the closing of the offer, the
non-solicitation provisions and the circumstances under which the parties could
terminate the merger agreement. During the course of the negotiations, the
Company demanded an increase in the Offer Price, and in order to finalize such
negotiations and to obtain certain concessions in other areas, Sears ultimately
agreed to increase its offer to $62.00 per Share.

After resolution of all outstanding issues, Mr. Lacy made separate calls to
thank and congratulate both Mr. Comer and Mr. Dyer. Mr. Lacy indicated to Mr.
Comer that he believed that the Sears Board would approve the deal upon the
current terms.

At a meeting held on the afternoon of May 12, 2002, the Company Board (i)
unanimously determined that the terms of the Offer and the Merger are fair to
and in the best interests of the stockholders of the Company, (ii) approved the
Merger Agreement and each of the Tender Agreements and approved each of the
transactions contemplated by the Merger Agreement, including the Offer and the
Merger, and the transactions contemplated by the Tender Agreements and (iii)
resolved to recommend that the Company's stockholders accept the Offer and
tender their Shares to the Purchaser pursuant to the Offer. Also on the
afternoon of May 12, 2002, the Sears Board members present at the meeting
unanimously approved the Offer, the Merger Agreement, the Merger and the
transactions contemplated thereby and the Tender Agreements and the
transactions contemplated thereby. Subsequent to the meetings, the Merger
Agreement was executed by Sears, the Purchaser and the Company and the Tender
Agreements were executed by Sears, the Purchaser and certain of the Company's
stockholders, including Mr. Comer.

On May 13, 2002, Sears and the Company issued a joint press release
announcing their execution of the Merger Agreement.

Also on May 13, 2002, Sears and Mr. Dyer entered into a letter agreement
(the "Letter Agreement") providing that on the Effective Date, Mr. Dyer will
continue to serve as President and Chief Executive Officer of the Company and
will be named Executive Vice President/General Manager, Customer Direct of
Sears. The Letter Agreement, which is subject to the approval of the
Compensation Committee of the Sears Board also provides that at the Effective
Time Mr. Dyer will be granted Sears' stock options and shares of restricted
stock that will vest over a three year period and the second and third
anniversaries of the date of grant, respectively, and will be entitled to
participate in the Sears pension plan and other benefits, as set forth in the
Letter Agreement. A copy of the Letter Agreement is filed as an exhibit to the
Schedule TO. The foregoing summary is qualified in its entirety by reference to
the Letter Agreement, which is incorporated herein by reference.

16

On May 17, 2002, the Purchaser commenced the Offer.

During the Offer, Sears and the Purchaser intend to have ongoing contacts
with the Company and its directors, officers, stockholders and representatives.

11. THE TRANSACTION DOCUMENTS.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger
Agreement, a copy of which is filed as an exhibit to the Schedule TO. The
summary is qualified in its entirety by reference to the Merger Agreement,
which is incorporated by reference herein. Capitalized terms used herein and
not otherwise defined have the meanings assigned to them in the Merger
Agreement.

THE OFFER. The Merger Agreement provides for the commencement of the Offer
as promptly as practicable and in any event within seven (7) business days of
the date of the Merger Agreement. The obligation of the Purchaser to accept for
payment, and pay for, Shares tendered pursuant to the Offer is subject to the
satisfaction of the Minimum Condition and certain other conditions that are
described in Section 15--"Certain Conditions of the Offer."

The Purchaser may, without the consent of the Company, and must at the
Company's request, extend the Expiration Date of the Offer from time to time
if, at the then current Expiration Date, (1) there shall be any statute, rule,
regulation, legislation, judgment, order or injunction enacted or entered which
prohibits the offer, prohibits or materially limits the ownership or operation
of all or any material portion of the business or assets of the Company or
imposes material limitations on the rights of ownership of Sears or the
Purchaser with respect to the Shares of the Company, (2) (A) there is any
general suspension of, or limitation on prices for, trading in securities on
the New York Stock Exchange or in the Nasdaq National Market, (B) there is any
declaration of a banking moratorium or any suspension of payments in respect of
banks in the United States or (C) there is any limitation (whether or not
mandatory) by any U.S. governmental entity that materially and adversely
affects the extension of credit by banks or other lending institutions in the
United States, or (3) any applicable waiting period under the HSR Act shall not
have expired or been terminated and all material consents and approvals
required from governmental authorities to consummate the Offer and the Merger
shall not have been made or obtained. In addition, the Purchaser may, without
the consent of the Company, extend the Expiration Date of the Offer, if, at the
then current Expiration Date, any of the conditions to the Offer, other than
those set forth in clauses (1), (2) or (3) above or the Minimum Condition, is
not satisfied or waived. If all conditions other than the Minimum Condition are
satisfied or waived, the Purchaser may on one occasion for a period not to
exceed twenty business days, extend the Expiration Date beyond the then current
Expiration Date. The Purchaser also may generally extend the Offer for any
period required by any rule, regulation, interpretation or position of the SEC
or the staff thereof applicable to the offer. However, the Expiration Date may
not be extended in any event beyond September 30, 2002.

The Purchaser may not, without the Company's prior written consent, make any
modifications in the terms and conditions of the Offer which: (i) amends or
waives the Minimum Condition, (ii) decreases the Offer Price, (iii) changes the
form of consideration payable in the Offer, (iv) decreases the number of Shares
sought in the Offer, (v) imposes additional conditions or modifies any of the
conditions to the Offer in any manner adverse to the holders of the Shares, or
(vi) except as described above, extends the Offer. In addition, if all of the
conditions to the Offer are satisfied or waived but the number of the Shares
validly tendered and not withdrawn, together with any Shares beneficially owned
by Sears, the Purchaser and their subsidiaries, is less than 90% of the Fully
Diluted Shares, then upon the applicable expiration date of the Offer, the
Purchaser may accept and pay for all Shares validly tendered and not withdrawn
prior to such date and elect to provide a "subsequent offering period" of at
least three (3) business days, but not to exceed twenty (20) business days.

The Merger Agreement provides that following the purchase of and payment for
Shares pursuant to the Offer representing at least two-thirds of the issued and
outstanding Shares on a fully diluted basis, and prior to

17

the Effective Time, (i) the size of the Company Board shall be increased to
nine, (ii) all current directors shall resign, other than three directors who
were directors on the date of the Merger Agreement and who are not employees of
the Company or stockholders, affiliates, associates or employees of Sears or
the Purchaser (such directors, the "Independent Directors"), and (iii) Sears
shall be entitled to fill the vacancies so created to the Company Board. The
Company has agreed to use its reasonable best efforts to promptly take all
actions necessary to enable Sears' designees to be elected as directors of the
Company, including securing resignations of such number of its incumbent
directors as is necessary (and to the extent the Company is not successful in
securing such resignations, increasing the size of the Company Board to enable
Sears to designate at least two-thirds of the total number of directors of the
Company).

From the Share Purchase Date until the Effective Time, the Company Board
must have at least three Independent Directors; and if the number of
Independent Directors is reduced below three for any reason whatsoever, any
remaining Independent Directors (or if no Independent Directors remain, the
other directors) shall be entitled to designate persons who shall not be
stockholders, affiliates, associates or employees of Sears or Purchaser to fill
such vacancies and such persons shall be deemed to be Independent Directors for
purposes of the Merger Agreement. If the Independent Directors do not fill such
vacancies within five business days, Sears shall designate such Independent
Director(s). After the Purchaser purchases Shares in the Offer and prior to the
Effective Time, any approval by the Company Board or any other Company action
must be made at a time when there are at least three Independent Directors and
with the approval of at least eight of the nine directors of the Company (or
such other number of directors that ensures that at least a majority of the
Independent Directors has granted such approval) in order to (i) amend or
terminate the Merger Agreement on behalf of the Company, (ii) exercise or waive
any of the Company's rights, benefits or remedies under the Merger Agreement or
(iii) take any other action by the Company Board under or in connection with
the Merger Agreement which would adversely affect the rights of the holders of
the Shares.

THE MERGER. The Merger Agreement provides that, at the Effective Time, the
Purchaser will be merged with and into the Company with the Company being the
surviving corporation (the "Surviving Corporation"). Following the Merger, the
separate existence of the Purchaser will cease, and the Company will continue
as the Surviving Corporation, wholly owned by Sears.

Pursuant to the Merger Agreement, each Share then issued and outstanding
immediately prior to the Effective Time (other than Shares held by the Company
as treasury stock, or owned by Sears, the Purchaser or Sears' other wholly
owned subsidiaries, all of which will be cancelled and retired and will cease
to exist, and other than Shares that are held by stockholders, if any, who
properly exercise their dissenters' rights under the DGCL) will be converted
into the right to receive the Merger Consideration. Stockholders who perfect
their dissenters' rights under the DGCL will be entitled to the amounts
determined pursuant to the appropriate proceedings required under the DGCL.

If required by applicable law, the Company Board may be required to submit
the Merger Agreement to the Company's stockholders for their approval. The
Company has agreed to obtain stockholder approval of the Merger Agreement and
the Merger, if required, by written consent as promptly as practicable and to
promptly prepare and file with the SEC an information statement relating to the
Merger and the Merger Agreement and cause the information statement to be
mailed to its stockholders. However, the Company may elect to obtain such
stockholder approval by causing a meeting of the stockholders to be held in
accordance with the DGCL. In either case, all Shares then owned by Sears or the
Purchaser or any other subsidiary of Sears will be voted in favor of approval
of the Merger Agreement.

REPRESENTATIONS AND WARRANTIES. Pursuant to the Merger Agreement, the
Company has made customary representations and warranties to Sears and the
Purchaser, including representations relating to: corporate existence and
power; corporate authorization and approvals; governmental authorizations; no
conflicts or consents required in connection with the Merger Agreement;
capitalization of the Company and its subsidiaries; the Company's subsidiaries;
the Company's SEC documents, liabilities and financial statements; information

18

provided by the Company for inclusion in the Offer documents or the Schedule
14D-9; absence of certain changes; litigation; taxes; compliance with laws,
licenses, permits and registrations; contracts; employee benefit plans;
transactions with affiliates of the Company; intellectual property; required
vote and board approval; title to property and encumbrances; major suppliers;
finders' fees and opinion of PJSC and waiver of Section 203 of the DGCL.

Pursuant to the Merger Agreement, Sears and the Purchaser have made
customary representations and warranties to the Company, including
representations relating to: corporate existence and power; corporate
authorization and approvals; governmental authorizations; no conflicts or
consents required in connection with the Merger Agreement; information provided
for inclusion in the Offer documents or the Schedule 14D-9; financing; the
operations of the Purchaser; required vote; ownership of Shares; and finders'
fees.

COMPANY CONDUCT OF BUSINESS COVENANTS. The Merger Agreement provides that,
except as expressly permitted therein, from the date of the Merger Agreement
until the Effective Time, the Company will, and will cause each of its
subsidiaries to conduct its business in the ordinary course consistent with
past practice and will use commercially reasonable efforts to (i) preserve
intact its present business organization and (ii) maintain in effect all
material foreign, federal, state and local licenses approvals and
authorizations. In addition, and without limiting the generality of the
foregoing, except for matters expressly permitted by the Merger Agreement, from
the date of the Merger Agreement until the Effective Time, the Company will
not, and will not permit any of its subsidiaries to, do any of the following
without the prior written consent of Sears, which consent shall not be
unreasonably withheld or delayed:

(a) amend its certificate of incorporation or by-laws;

(b) split, combine or reclassify any shares of capital stock of the
Company or any less-than-wholly-owned Company Subsidiary or declare, set
aside for payment or pay any dividend or make any other actual, constructive
or deemed distribution (whether in cash, stock or property or any
combination thereof) in respect of any Shares or any other Company capital
stock, or redeem, repurchase or otherwise acquire or offer to redeem,
repurchase or otherwise acquire any Company equity or equity related
securities or any equity or equity related securities of any Company
Subsidiary;

(c) issue, deliver or sell or authorize the issuance, delivery or sale
of, any shares of the Company's capital stock of any class or series or any
securities convertible into or exercisable for, or any rights, warrants or
options to acquire, any such capital stock or any such convertible or
exchangeable securities, other than in connection with the issuance of
Shares upon the exercise of options, the granting of options to acquire
Shares in the ordinary course of business consistent with past practice
(including under the Company's employee option plan) and the issuance of
Shares in accordance with the terms of the Company's director stock grant
plan;

(d) amend any term of any outstanding security of the Company or any
Company Subsidiary; provided that the Company may amend the Employee Option
Plan at its 2002 annual meeting as disclosed in the Company's definitive
proxy statement filed with the SEC on April 12, 2002;

(e) incur any capital expenditures or any obligations or liabilities in
respect thereof, except for those (i) contemplated by the capital
expenditure budget for the Company and the Company Subsidiaries, which
budget has been provided to Sears in connection with the Merger Agreement or
(ii) not otherwise described in clause (i) which, in the aggregate, do not
exceed $5.0 million;

(f) acquire (whether pursuant to merger, stock or asset purchase or
otherwise) or propose to acquire in one transaction or a series of related
transactions (i) any assets (including any equity interests) outside of the
ordinary course of business or (ii) all or substantially all of the equity
interests of any person or any business or division of any person;

(g) sell, lease, encumber or otherwise dispose of any material assets,
other than (i) sales in the ordinary course of business consistent with past
practice, (ii) equipment and property no longer used in the operation of the
business of the Company and the Company Subsidiaries and (iii) assets
related to discontinued operations of the Company or any Company Subsidiary;

19

(h) other than with respect to contracts terminable upon no more than 90
days' notice without penalty, enter into any new contract or agreement, or
modify, amend, terminate or renew any existing contract or agreement to
which the Company or any of its Subsidiaries is a party, other than (i) in
the ordinary course of business or (ii) if the dollar value of such new
contract or agreement, or existing contract or agreement as so amended,
modified, terminated or renewed, is or would be less than $250,000 (or $2
million in the aggregate);

(i) incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of the Company or any Company Subsidiary or
guarantee any debt securities of others, except in the ordinary course of
business consistent with past practice (which shall include, without
limitation, borrowings made in the ordinary course of business under
existing credit facilities of the Company within the borrowing capacity
thereunder as of the date hereof);

(j) except in the ordinary course of business, amend, modify or terminate
any material contract, agreement or arrangement of the Company or any
Company Subsidiary, or otherwise waive, release or assign any material
rights, claims or benefits of the Company or any Company Subsidiary
thereunder; provided that the Company may amend its Employee Option Plan at
its 2002 annual meeting as disclosed in the Company's definitive proxy
statement filed with the SEC on April 12, 2002;

(k) (i) except as required by law or an agreement, policy or arrangement
existing on the date hereof, increase the amount of compensation of any
director or executive officer or make any increase in or commitment to
increase any employee health, welfare or retirement benefits, (ii) except as
required by law or a written agreement, policy or arrangement existing on
the date hereof, grant any severance or termination pay or rights to any
director, officer or employee of the Company or any Company Subsidiary,
(iii) adopt any additional employee plan or, except in the ordinary course
of business or as required by law, make any contribution to any existing
such plan or (iv) except as may be required by law, amend in any material
respect any employee plan; provided however that the Company may adopt a
change in control policy or enter into agreements providing for payments to
be made by the Company in connection, among other things, with a change in
control of the Company, in each case, with such employees and substantially
on the terms disclosed in the disclosure schedule attached to the Merger
Agreement; provided further that the Company may amend its Employee Option
Plan at its 2002 annual meeting as disclosed in the Company's definitive
proxy statement filed with the SEC on April 12, 2002;

(l) change the Company's (x) methods of accounting in effect at February
1, 2002, except as required by changes in GAAP or by Regulation S-X of the
Exchange Act, as concurred in by its independent public accountants or (y)
fiscal year;

(m) pay, discharge or satisfy any material claims, liabilities or
obligations (absolute, accrued, contingent or otherwise) other than: (i) the
payment, discharge or satisfaction in the ordinary course of business of
liabilities reflected or reserved against in the Company Balance Sheet, (ii)
those incurred in the ordinary course of business or (iii) those incurred as
otherwise permitted under this Section "--Company Conduct of Business
Covenants";

(n) except as described in the disclosure schedules to the Merger
Agreement, make payments or distributions (other than normal salaries and
other compensation in the ordinary course of business consistent with past
practice) to any affiliate of the Company;

(o) except as disclosed in the disclosure schedules to the Merger
Agreement, permit any insurance policy naming the Company or any of its
Subsidiaries as a beneficiary or loss payable payee to be cancelled or
terminated with notice to Sears;

(p) knowingly do any act or omit to do any act that would result in a
breach of any representation, warranty or covenant by the Company set forth
in the Merger Agreement or, except as provided for in the following Section
"--Non Solicitation," otherwise materially impair or delay the ability of
the Company to consummate the Offer; or

20

(q) agree, resolve, commit or publicly announce an intention to do any of
the foregoing;

provided that the limitations set forth in clauses (a) through (q) shall not
apply to any action, transaction or event occurring exclusively between the
Company and any wholly-owned Company Subsidiary or between any wholly-owned
Company Subsidiaries.

NON SOLICITATION. The Company has agreed to immediately cease all existing
discussions or negotiations with any persons (other than Sears) conducted prior
to the date of the Merger Agreement with respect to any Acquisition Proposal.
Pursuant to the Merger Agreement, the Company also agreed not to, and not
permit any Company Subsidiary to, or to authorize or knowingly permit any
representative of the Company or any Company Subsidiary, directly or
indirectly, to: (i) solicit, initiate or knowingly facilitate or encourage the
submission of any tender or exchange offer involving the Company or any
proposal for, or indication of interest in, a merger, consolidation, stock
exchange, business combination, reorganization, recapitalization, liquidation,
dissolution or other similar transaction involving the Company or any of its
significant subsidiaries, any purchase of a material portion (by value) of the
assets of the Company and its Subsidiaries taken as a whole or a material
portion of the Shares, other than the Transactions (an "Acquisition Proposal"),
(ii) participate in any discussions or negotiations regarding, or furnish to
any person any information with respect to, or take any other action knowingly
to facilitate any inquiries or the making of any proposal that constitutes, or
could be reasonably expected to lead to, an Acquisition Proposal, (iii) grant
any waiver or release under any standstill or similar agreement with respect to
any class of the Company's equity securities, or (iv) enter into any agreement
(other than a confidentiality agreement on customary terms and conditions) with
respect to any Acquisition Proposal or approve or recommend any Acquisition
Proposal or any agreement, understanding or arrangement relating to any
Acquisition Proposal other than in the manner contemplated by the Merger
Agreement; provided that if the Company enters into such a confidentiality
agreement with respect to an Acquisition Proposal that contains provisions that
are less protective to the Company than the provisions of the confidentiality
agreement dated as of February 26, 2002, by and between Sears and the Company
(the "Confidentiality Agreement"), the Company agrees to amend the
Confidentiality Agreement so as to provide Sears with the benefit of any such
less protective provisions.

Notwithstanding the foregoing, prior to the date Shares are purchased in the
Offer and subject to the other provisions described in this Section entitled
"--Non Solicitation," (1) in response to a written Acquisition Proposal, the
Company may request clarifications from (but not, in reliance on this clause
(1), enter into negotiations with or furnish nonpublic information to) any
third party which makes such written Acquisition Proposal if such action is
taken solely for the purpose of obtaining information reasonably necessary for
the Company to ascertain whether such Acquisition Proposal is a Superior
Proposal; (2) the Company may take any action described in part (ii) or (iii)
of the foregoing paragraph in respect of any person, but only if such person
delivers an Acquisition Proposal that, in the good faith judgment of the
Company Board, is a Superior Proposal and in the good faith judgment of the
Company Board after consultation with its legal counsel, the failure to respond
to such Acquisition Proposal would be inconsistent with its fiduciary duties to
the Company's stockholders; and (3) the Company may enter into an agreement
(other than a confidentiality agreement, which may be entered into as
contemplated by clause (iv) of the foregoing paragraph) regarding an
Acquisition Proposal, or approve or recommend any Acquisition Proposal, in each
case, at any time after the third business day following Sears' receipt of
written notice from the Company (a) advising Sears that the Company Board has
received a Superior Proposal which it intends to accept, identifying the person
making such Superior Proposal and specifying the financial and other material
terms and conditions of such Superior Proposal and (b) inviting Sears to
propose adjustments in the terms and conditions of this Agreement with a view
to enabling the Company to proceed with the transactions contemplated in the
Merger Agreement on such adjusted terms (provided that the Company shall fully
cooperate, and cause its legal and financial advisors to cooperate, with Sears
in making any such adjustments). The Company may not exercise its right to
terminate the Merger Agreement under paragraph (c) clause (iii) described below
in the Section entitled "--Termination" and may not enter into a binding
agreement with respect to such Superior Proposal, unless prior to or concurrent
with such termination, the Company shall have paid to Sears the Termination Fee
as described in the Section entitled "--Fees and Expenses."

21

The Merger Agreement also provides that nothing contained in the Merger
Agreement will prevent the Company Board from complying with Rule 14e-2 under
the Exchange Act with respect to any Acquisition Proposal or making any
disclosure required by the fiduciary duties of the Company's directors or by
applicable law.

As used in the Merger Agreement, "Superior Proposal" means a bona fide,
written Acquisition Proposal not received in violation of the provisions in the
Merger Agreement that is fully financed or reasonably capable of being fully
financed and is on terms that the Company Board determines in good faith after
consultation with its financial advisors would or is reasonably likely to
result in a transaction that, if consummated, would be more favorable to the
Company's stockholders (taking into account all such factors as the Company
Board deems relevant, including, among other things, the identity of the
offeror, the likelihood that such transaction will be consummated and all
legal, financial, regulatory and other aspects of the proposal) than the
Transactions.

The Merger Agreement also provides that the Company agrees to promptly
notify Sears after it or its financial advisors receive any Acquisition
Proposal or any inquiries indicating that any person is considering making or
wishes to make an Acquisition Proposal and provide Sears with information
relating to such Acquisition Proposal or inquiry.

INSURANCE AND INDEMNIFICATION. The Merger Agreement provides that, from and
after the Effective Time, Sears and the Surviving Corporation jointly and
severally shall indemnify, to the full extent permitted under the DGCL, the
present and former directors and officers of the Company and its Subsidiaries
(the "Indemnified Parties") in respect of actions taken prior to and including
the Effective Time in connection with their duties as directors or officers of
the Company or its Subsidiaries. Without limitation of the foregoing, in the
event any Indemnified Party becomes involved in such capacity in any action,
proceeding or investigation in connection with any matter, including the
Transactions, occurring prior to and including the Effective Time, the
Surviving Corporation, to the extent permitted and on such conditions as may be
required by the DGCL, will periodically advance expenses to such Indemnified
Party for his or her legal and other out-of-pocket expenses (including the cost
of any investigation and preparation) incurred in connection therewith.

For a period of not less than six years after the Effective Time, Sears or
the Surviving Corporation will maintain in effect directors' and officers'
liability insurance covering the persons who are currently covered by the
existing directors' and officers' liability insurance of the Company with
respect to actions that shall have taken place prior to or at the Effective
Time, on terms and conditions (including coverage amount) no less favorable to
such persons than those in effect on the date of the Merger Agreement under the
existing directors' and officers' liability insurance of the Company. Sears may
provide coverage under its policies with no less favorable coverage than those
in effect on the date of the Merger Agreement.

CONSENTS AND APPROVALS. The Merger Agreement provides that Sears, the
Purchaser and the Company will use their respective reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate the Offer, the Merger and the other Transactions, as promptly as
practicable, including, without limitation, (i) offering to enter into and
entering into any settlement, undertaking, consent decree, stipulation or
agreement or agreeing to any order regarding antitrust matters in connection
with any objections of any Governmental Entity to the Transactions and (ii)
offering to divest to others and/or hold separate, and divesting or otherwise
holding separate, or taking any other action with respect to, any portion of
its and/or its Subsidiaries' business, assets or properties, other than any
such action pursuant to clause(s) (i) and/or (ii) requiring any divestiture,
holding separate or sale of any material assets of any party. In addition,
Sears and the Company shall (i) take all action reasonably necessary to ensure
that neither Section 203 of the DGCL, nor any other state takeover statute or
similar statute or regulation (other than the Wisconsin Corporate Take-over
Law) is or becomes applicable to the Offer, the Merger, this Agreement or any
of the other Transactions and (ii) if any state takeover statute or similar
statute or regulation becomes applicable to the Offer, the Merger, this
Agreement or any of the other Transactions (including the Wisconsin Corporate
Take-over Law), take all action reasonably necessary to ensure

22

that the Offer, the Merger and the other Transactions may be consummated as
promptly as practicable on the terms contemplated by this Agreement and
otherwise to minimize or eliminate the effect of such statute or regulation on
the Offer, the Merger and the other Transactions.

The Merger Agreement provides that Sears and the Company shall each (i) file
any notification and report forms and related material that it may be required
to file in connection with the Transactions with the Federal Trade Commission
and the Antitrust Division of the United States Department of Justice under the
HSR Act as soon as practicable, but in no event later than ten business days
after the date of the Merger Agreement, (ii) use its reasonable best efforts to
obtain an early termination of the applicable waiting period, (iii) make any
further filings pursuant thereto that may be necessary, proper or advisable,
(iv) make any filings or obtain any other consents required by any foreign
Governmental Entity and (v) make all filings and obtain any other consents
required by the Wisconsin Corporate Takeover Law.

EMPLOYEE STOCK OPTIONS AND OTHER EMPLOYEE BENEFITS. Upon the consummation of
the Offer, all conditions and restrictions with respect to options to purchase
Shares under the Company's stock incentive plans, including limitations on
exercisability and vesting, shall immediately lapse. Each such option
unexercised and outstanding immediately prior to the Effective Time shall at
the Effective Time be deemed to constitute an option to acquire the Merger
Consideration and shall be cancelled in exchange for a cash payment to the
holder of the option in an amount equal to the excess of (x) the Merger
Consideration multiplied by the number of Shares purchasable pursuant to such
option immediately prior to the Effective Time over (y) the aggregate exercise
price for the Shares purchasable pursuant to such option immediately prior to
the Effective Time, less any amounts as are required to be deducted and
withheld under the Code or any provision of state or local tax law. Each Share
granted to any employee or director of the Company or any Company Subsidiary as
compensation for services that is subject to restrictions on ownership or
transferability shall vest in full and become fully transferable and free of
restrictions not later than immediately prior to the Effective Time.

The Merger Agreement provides that until the first anniversary of the
Effective Time, Sears shall provide (or shall cause the Surviving Corporation
to provide) employees who were employees of the Company or the Company
Subsidiaries immediately prior to the Effective Time ("Company Employees") with
salary and benefits under the Company's employee plans that are no less
favorable in the aggregate than those provided to such employees immediately
prior to the Effective Time, excluding any equity related compensation. Except
to the extent necessary to avoid duplication of benefits, Sears shall recognize
service with the Company and the Company Subsidiaries and any predecessor
entities (and any other service credited by the Company under similar benefit
plans) for purposes of vesting, eligibility to participate, severance and
vacation accrual under employee benefit plans or arrangements maintained by
Sears, the Surviving Corporation or any Subsidiary of Sears, if any, in which
Company Employees are eligible to participate following the Effective Time.

Sears has agreed, from and after the Effective Time, to waive any
pre-existing condition limitations and credit any deductibles and out-of-pocket
expenses that are applicable and/or covered under the employee plans of the
Company, and are incurred by the employees and their beneficiaries during the
portion of the calendar year prior to participation in any employee benefit
plans or arrangements maintained by Sears or any of its Subsidiaries.

From and after the Effective Time, Sears has agreed to honor and perform,
and to cause the Surviving Corporation to honor and perform, in accordance with
their respective terms, the severance, change in control and termination
programs, policies, agreements (including any change in control, termination,
severance agreements or employment agreements containing such type of
provisions) and plans of the Company or any of its subsidiaries. However, Sears
or the Surviving Corporation has the right to amend or terminate any such
programs, policies, agreements and plans in accordance with the terms thereof
and of the Merger Agreement.

The employee benefits section of the Merger Agreement does not create in any
Company employee any rights of employment or continued employment.

23

CONDITIONS TO THE MERGER. The Merger Agreement provides that the respective
obligation of each party to effect the Merger is subject to the satisfaction or
waiver on or prior to the Effective Time of the following conditions:

(a) The approval of the Merger by two-thirds of the holders of the issued
and outstanding Shares.

(b) The absence of any statute, rule or regulation or judgment, decree,
order or injunction precluding the Merger.

(c) Sears, the Purchaser or their affiliates shall have purchased the
Shares pursuant to the Offer; provided, however, that neither Sears nor the
Purchaser may invoke this condition if either of them shall have failed to
purchase Shares pursuant to the Offer in breach of the Merger Agreement.

TERMINATION. The Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after stockholder approval thereof:

(a) by mutual written consent of Sears and the Purchaser, on the one
hand, and the Company on the other;

(b) by either Sears or the Company (i) if (A) the Offer terminates or
expires in accordance with its terms without any Shares being purchased
therein or (B) the Purchaser has not accepted any Shares for payment in the
Offer by September 30, 2002, (ii) if there is any law or regulation that
makes the consummation of the Offer or Merger illegal or otherwise
prohibited or if any Governmental Entity has issued an order, decree, ruling
or injunction or taken any other action, which permanently restrains,
enjoins or otherwise prohibits any of the transactions contemplated by the
Merger Agreement; provided, however, that the right to terminate the Merger
Agreement pursuant to clause (i) or (ii) above will not be available to any
party whose failure to fulfill any obligation under the Merger Agreement has
been the cause of, or resulted in the right to terminate;

(c) by the Company, at any time prior to the purchase of Shares pursuant
to the Offer, if (i) Sears or the Purchaser (A) fails to commence the Offer
within seven business days of the date of the Merger Agreement or (B) makes
any changes to the terms or conditions of the Offer in contravention of the
Merger Agreement, (ii) Sears or the Purchaser shall have breached in any
material respect any of the representations, warranties, covenants or
agreements contained in the Merger Agreement and such breach cannot be or
has not been cured, in all material respects, within 30 days after the
giving of written notice to Sears or the Purchaser or (iii) the Company
enters into a definitive agreement with respect to an Acquisition Proposal,
or approves or recommends any Acquisition Proposal, and in either case pays
the Termination Fee; or

(d) by Sears or the Purchaser, at any time prior to the purchase of
Shares pursuant to the Offer, if: (i) (A) the Company shall have breached
any representation or warranty contained in the Merger Agreement which would
give rise to a failure of the condition set forth in paragraph (c) described
below in Section 15-- "Certain Conditions of the Offer" or (B) the Company
shall have materially breached or materially failed to perform any covenant
or other agreement contained in the Merger Agreement; and provided such
breach set forth in (A) and (B) cannot or has not been cured, in all
material respects, within the earlier of the 30th day after the giving of
notice to the Company or the second business day prior to the date on which
the Offer expires, (ii) the Company Board withdraws or adversely modifies
its recommendation to the stockholders of the Company to tender their Shares
in the Offer or fails to affirm its recommendation under certain
circumstances in respect of the transactions contemplated by the Merger
Agreement within three business days of a request to do so by Sears or the
Purchaser, (iii) the Company enters into a definitive agreement with respect
to an Acquisition Proposal, or approves or recommends any Acquisition
Proposal or (iv) any person or group (as defined in Section 13(d)(3) of the
Exchange Act), other than Sears or the Purchaser, or any of their respective
subsidiaries or affiliates, shall have become the beneficial owner of more
than 35% of the outstanding Shares (the "Triggering Person") on a fully
diluted basis; provided that this clause (iv) shall not apply to any person
or group that owns more than such percentage on the date of the Merger
Agreement.

24

FEES AND EXPENSES. Under the Merger Agreement, the Company has agreed to pay
to Sears a Termination Fee equal to $77.5 million, plus certain documented
out-of-pocket expenses not to exceed $4 million, if the Merger Agreement is
terminated:

.  by the Company pursuant to paragraph (c), clause (iii) above under the
Section entitled "--Termination";

.  by Sears or the Purchaser pursuant to paragraph (d), clauses (ii) or
(iii) above under the Section entitled "--Termination";

.  by either Sears, the Purchaser or the Company pursuant to paragraph (b)
clause (i) above under the Section entitled "--Termination", but only if
(A) the Minimum Condition was not satisfied or, with the consent of the
Company, waived and all other conditions to the Offer were satisfied or,
with the consent of the Company, waived at the Expiration Date of the
Offer, (B) after the date of the Merger Agreement and prior to such
termination, an Acquisition Proposal had been publicly announced and not
withdrawn or abandoned at the time of termination and (C) within 12
months after such termination, the Company enters into a definitive
agreement with respect to any Acquisition Proposal or consummates any
Acquisition Proposal;

.  by either Sears or the Purchaser pursuant to paragraph (d) clause (i)(B)
above under the Section entitled "--Termination", but only if (A) after
the date of the Merger Agreement and prior to such termination, an
Acquisition Proposal had been publicly announced and not withdrawn or
abandoned at the time of termination and (B) within 12 months after such
termination, the Company enters into a definitive agreement with respect
to such Acquisition Proposal (or announces its intention to do so); or

.  by either Sears or the Purchaser pursuant to paragraph (d) clause (iv)
above under the Section entitled "--Termination", but only if within 12
months after such termination the Company enters into a definitive
agreement with respect to an Acquisition Proposal with the Triggering
Person.

Notwithstanding the foregoing, no Termination Fee shall be payable if both
(A) the Purchaser or Sears is in willful and material breach (which for
purposes of this clause means a willful breach that has a material adverse
effect on consummating the transactions contemplated thereby) of its
representations, warranties or obligations under the Merger Agreement at the
time of termination and (B) the Company has given written notice to Sears or
the Purchaser of such breach prior to the time of such termination and a
reasonable opportunity to cure such breach.

THE TENDER AGREEMENTS

The following is a summary of the material provisions of the Tender
Agreements, copies of which are filed as exhibits to the Schedule TO. The
summary is qualified in its entirety by reference to the Tender Agreements,
which are incorporated by reference herein. Capitalized terms used in this
Section and not otherwise defined have the meanings assigned to them in the
Tender Agreements.

In connection with the execution of the Merger Agreement, Sears and the
Purchaser entered into the Tender Agreements, with certain stockholders of the
Company, including Mr. Gary C. Comer, founder and Chairman of the Company, and
the Richard C. Anderson Trust, which is associated with Mr. Richard C.
Anderson, Vice Chairman of the Company, who own an aggregate of approximately
55% of the Shares issued and outstanding.

Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to
tender all of their Shares into the Offer no later than the fifth business day
following commencement of the Offer, or if such Tendering Stockholder has not
received the offering materials by such time, within two business days
following receipt of such materials. Each Tendering Stockholder has also agreed
to vote their Shares (i) in favor of the Merger and the Merger Agreement, (ii)
against any action that would result in a breach of any representation,
warranty or covenant in the Merger Agreement and (iii) against any action or
agreement which would impede, delay, interfere with or prevent the Merger.

25

Pursuant to the Tender Agreements, the Tendering Stockholders irrevocably
granted to, and appointed Sears and any nominee thereof, their proxy and
attorney-in-fact (with full power of substitution) during the term of the
applicable Tender Agreement, for and in the name, place and stead of such
Tendering Stockholders, to vote their Shares, or grant a consent or approval
with respect to such Shares, in connection with any meeting of the stockholders
of the Company called for such purpose, (i) in favor of the Merger and Merger
Agreement, (ii) against any action or agreement that would result in a breach
of any representation, warranty or covenant of the Company in the Merger
Agreement, and (iii) against any action or agreement that which would impede,
delay, interfere with or prevent the Merger, including any other extraordinary
corporate transaction, such as a merger, reorganization or liquidation
involving the Company and a third party or any other proposal of a third party
to acquire the Company.

In addition, each Tendering Stockholder has granted to Sears an irrevocable
option (the "Stockholder Option") to purchase such Tendering Stockholder's
Shares for $62.00 per Share. The Stockholder Option is exercisable in the event
that any Third Party shall have:

i. commenced or publicly announced an intention to commence a bona fide
tender offer or exchange offer for any Shares, the consummation of which
would result in beneficial ownership by such Third Party (together with such
Third Party's affiliates and associates) of 15% or more of the then
outstanding voting equity of the Company (either on a primary or a fully
diluted basis);

ii. acquired or entered into an agreement to acquire beneficial ownership
of Shares which, when aggregated with any Shares already owned by such Third
Party would result in the aggregate beneficial ownership of more than 15% by
such Third Party; provided, that this clause (ii) shall not apply to any
beneficial owner of more than 15% of the outstanding voting equity of the
Company (either on a primary or fully diluted basis) as of the date of the
Tender Agreements and that does not, after such date, increase such
ownership percentage by more than 3%; or

iii. filed a Notification and Report Form under the HSR Act, reflecting
an intent to acquire the Company or any assets or securities of the Company.

Provided, however, that the Stockholder Option shall not be exercisable if
any of the events described above were pursuant to or as a result of the
compliance with the non solicitation provisions of the Merger Agreement as
described above in the Section entitled "--Non Solicitation."

Pursuant to the Tender Agreements, each Tendering Stockholder also has
agreed not to, and to use reasonable best efforts to ensure that such Tendering
Stockholder's investment bankers, attorneys, accountants, agents and other
advisors or representatives (the "Stockholder Representatives") do not,
directly or indirectly engage in the activities described in parts (i) and (ii)
in the Section above entitled "--Non Solicitation."

The Tender Agreements require that each Tendering Stockholder cease and
cause to be terminated all existing discussions and negotiations conducted by
such Tendering Stockholder or at such Tendering Stockholders behest with
respect to any Acquisition Proposal (other than with Sears).

The Tender Agreements terminate upon the earlier of (i) any termination of
the Merger Agreement and (ii) the acceptance for payment of the Shares in the
Offer; provided that if Sears gives notice of its intention to exercise the
Stockholder Option the provisions governing the Stockholder Option shall
survive termination.

12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY.

PURPOSE OF THE OFFER. The purpose of the Offer is to acquire control of, and
the entire equity interest in, the Company. The purpose of the Merger is to
acquire all outstanding Shares not tendered and purchased pursuant to the
Offer. If the Offer is successful, the Purchaser intends to consummate the
Merger as promptly as practicable.

26

The Company Board has approved the Merger and the Merger Agreement.
Depending upon the number of Shares purchased by the Purchaser pursuant to the
Offer, the Company Board may be required to submit the Merger Agreement to the
Company's stockholders for their approval. The Company has agreed to obtain
stockholder approval of the Merger Agreement and the Merger, if required, by
written consent as promptly as practicable and to promptly prepare and file
with the SEC an information statement relating to the Merger and the Merger
Agreement and cause the information statement to be mailed to its stockholders;
provided, that the Company may elect to obtain such stockholder approval by
causing a meeting of the stockholders to be held in accordance with the DGCL.
If stockholder approval is required, the Merger Agreement must be approved by
two-thirds of all votes entitled to be cast at such meeting.

If the Minimum Condition is satisfied, the Purchaser will have sufficient
voting power to approve the Merger Agreement by written consent or at a duly
convened stockholders' meeting without the affirmative vote of any other
stockholder. The Purchaser has agreed to vote for or enter into a written
consent with respect to all Shares acquired by the Purchaser in the Offer to
cause the approval of the Merger. If the Purchaser acquires at least 90% of the
then issued and outstanding Shares pursuant to the Offer, the Merger will be
consummated without a stockholder meeting and without the approval of the
Company's stockholders. The Merger Agreement provides that the Purchaser will
be merged with and into the Company and that the certificate of incorporation
and by-laws of the Purchaser will be the certificate of incorporation and
by-laws of the Surviving Corporation following the Merger; provided that the
name of the Surviving Corporation will be "Lands' End, Inc."

APPRAISAL RIGHTS. Under the DGCL, holders of Shares do not have dissenters'
rights as a result of the Offer. In connection with the Merger, however,
stockholders of the Company will have the right to dissent and demand appraisal
of their Shares under the DGCL. Dissenting stockholders who comply with the
applicable statutory procedures under the DGCL will be entitled to receive a
judicial determination of the fair value of their Shares (exclusive of any
element of value arising from the accomplishment or expectation of the Merger)
and to receive payment of such fair value in cash. Any such judicial
determination of the fair value of the Shares could be based upon
considerations other than or in addition to the price per Share paid in the
Merger and the market value of the Shares. In WEINBERGER V. UOP, INC., the
Delaware Supreme Court stated, among other things, that "proof of value by any
techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered in
an appraisal proceeding. Stockholders should recognize that the value so
determined could be higher or lower than the price per Share paid pursuant to
the Offer or the consideration per Share to be paid in the Merger. The
foregoing summary of the rights of dissenting stockholders under the DGCL does
not purport to be a complete statement of the procedures to be followed by
stockholders desiring to exercise appraisal rights available under the DGCL.
The preservation and exercise of appraisal rights require strict adherence to
the applicable provisions of the DGCL.

GOING PRIVATE TRANSACTIONS. The SEC has adopted Rule 13e-3 under the
Exchange Act which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the Merger or another
business combination following the purchase of Shares pursuant to the Offer in
which the Purchaser seeks to acquire the remaining Shares not held by it. The
Purchaser believes that Rule 13e-3 will not be applicable to the Merger because
it is anticipated that the Merger will be effected within one (1) year
following the consummation of the Offer and, in the Merger, stockholders will
receive the same price per Share as paid in the Offer. Rule 13e-3 requires,
among other things, that certain financial information concerning the Company
and certain information relating to the fairness of the proposed transaction
and the consideration offered to minority stockholders be filed with the SEC
and disclosed to stockholders prior to consummation of the transaction.

PLANS FOR THE COMPANY. Pursuant to the terms of the Merger Agreement,
promptly upon the purchase of and payment for any Shares by the Purchaser
pursuant to the Offer, Sears currently intends to seek maximum representation
on the Company Board, subject to the requirement in the Merger Agreement
regarding the presence of at least three Independent Directors on the Company
Board until the Effective Time. The Purchaser currently intends, as soon as
practicable after consummation of the Offer, to consummate the Merger.

27

Except as otherwise provided herein, it is expected that, initially
following the Merger, the business and operations of the Company will, except
as set forth in this Offer to Purchase, be continued substantially as they are
currently being conducted. Sears will continue to evaluate the business and
operations of the Company during the pendency of the Offer and after the
consummation of the Offer and the Merger and will take such actions as it deems
appropriate under the circumstances then existing. Thereafter, Sears intends to
review such information as part of a comprehensive review of the Company's
business, operations, capitalization and management with a view to optimizing
development of the Company's potential in conjunction with Sears' existing
business.

Except as set forth in this Offer to Purchase, the Purchaser and Sears have
no present plans or proposals that would relate to or result in (i) any
extraordinary corporate transaction involving the Company or any of its
subsidiaries (such as a merger, reorganization, liquidation, relocation of any
operations or sale or other transfer of a material amount of assets), (ii) any
sale or transfer of a material amount of assets of the Company or any of its
subsidiaries, (iii) any change in the Company Board or management of the
Company, (iv) any material change in the Company's capitalization or dividend
policy, (v) any other material change in the Company's corporate structure or
business, (vi) a class of securities of the Company being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association
or (vii) a class of equity securities of the Company being eligible for
termination of registration pursuant to Section 12(g) of the Exchange Act.

13. CERTAIN EFFECTS OF THE OFFER.

MARKET FOR THE SHARES. The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly, which could adversely affect the liquidity and market
value of the remaining Shares held by stockholders other than the Purchaser.
The Purchaser cannot predict whether the reduction in the number of Shares that
might otherwise trade publicly would have an adverse or beneficial effect on
the market price for, or marketability of, the Shares or whether such reduction
would cause future market prices to be greater or less than the Offer Price.

STOCK QUOTATION. The Shares are listed on the NYSE. According to the
published guidelines of the NYSE, the Shares might no longer be eligible for
listing on the NYSE if, among other things, the number of publicly held Shares
falls below 600,000 or the number of record holders falls below 400 (or below
1,200 if the average monthly trading volume is below 100,000 for the last
twelve months). Shares held by officers or directors of the Company or their
immediate families, or by any beneficial owner of 10% or more of the Shares,
ordinarily will not be considered to be publicly held for this purpose.

If the Shares cease to be listed on the NYSE, the market for the Shares
could be adversely affected. It is possible that the Shares would be traded on
other securities exchanges (with trades published by such exchanges), the
Nasdaq SmallCap Market, the OTC Bulletin Board or in a local or regional
over-the-counter market. The extent of the public market for the Shares and the
availability of such quotations would, however, depend upon the number of
holders of Shares and the aggregate market value of the Shares remaining at
such time, the interest in maintaining a market in the Shares on the part of
securities firms, the possible termination of registration of the Shares under
the Exchange Act, as described below, and other factors.

MARGIN REGULATIONS. The Shares are currently "margin securities" under the
Regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. Depending upon
factors similar to those described above regarding the market for the Shares
and stock quotations, it is possible that, following the Offer, the Shares
would no longer constitute "margin securities" for the purposes of the margin
regulations of the Federal Reserve Board and, therefore, could no longer be
used as collateral for loans made by brokers.

EXCHANGE ACT REGISTRATION. The Shares are currently registered under the
Exchange Act. Such registration may be terminated upon application of the
Company to the SEC if the Shares are neither listed on a national

28

securities exchange nor held by 300 or more holders of record. Termination of
registration of the Shares under the Exchange Act would substantially reduce
the information required to be furnished by the Company to its stockholders and
to the SEC and would make certain provisions of the Exchange Act no longer
applicable to the Company, such as the short-swing profit recovery provisions
of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy
statement pursuant to Section 14(a) of the Exchange Act in connection with
stockholders' meetings and the related requirement of furnishing an annual
report to stockholders and the requirements of Rule 13e-3 under the Exchange
Act with respect to "going private" transactions. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 promulgated under
the Securities Act of 1933, as amended, may be impaired or eliminated. If
registration of the Shares under the Exchange Act were terminated, the Shares
would no longer be "margin securities" or be eligible for listing on the NYSE.
Sears and the Purchaser currently intend to seek to cause the Company to
terminate the registration of the Shares under the Exchange Act as soon after
consummation of the Offer as the requirements for termination of registration
are met.

14. DIVIDENDS AND DISTRIBUTIONS.

As discussed in Section 11--"The Transaction Documents," the Merger
Agreement provides that from the date of the Merger Agreement to the Effective
Time, without the prior written approval of Sears, the Company will not, and
will not allow its subsidiaries to, declare, set aside for payment or pay any
dividend or make any other actual, constructive or deemed distribution (whether
in cash, stock or property or any combination thereof) in respect of any of its
Shares or any other capital stock.

15. CERTAIN CONDITIONS OF THE OFFER.

For purposes of this Section 15, capitalized terms used but not defined
herein will have the meanings set forth in the Merger Agreement.
Notwithstanding any other provision of the Offer, the Purchaser shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares
tendered pursuant to the Offer, and may terminate or amend the Offer and may
postpone the acceptance for payment of and payment for Shares tendered (in each
case, in accordance with the Merger Agreement), if (I) the Minimum Condition
shall not have been satisfied or, with the consent of the Company, waived after
the Offer has remained open for at least 20 business days, (II) any applicable
waiting period under the HSR Act shall not have expired or been terminated
prior to the expiration of the Offer, or (III) at any time prior to the
acceptance for payment of Shares, any of the following events shall have
occurred and be continuing:

(a) there shall have been enacted, entered, enforced or promulgated by
any Governmental Entity any statute, rule, regulation, legislation,
judgment, order or injunction, other than the routine application of the
waiting period provisions of the HSR Act, which, directly or indirectly, (i)
prohibits or makes illegal or otherwise directly or indirectly restrain or
prohibit the Offer, the acceptance for payment of, or payment for, any
Shares by Sears or the Purchaser; (ii) prohibits or materially limits the
ownership or operation by the Company, Sears or any of their Subsidiaries of
all or any material portion of the business or assets of the Company or any
of its Subsidiaries or compels the Company, Sears or any of their
Subsidiaries to dispose of or hold separate all or any material portion of
the business or assets of the Company, Sears or any of their Subsidiaries;
or (iii) imposes material limitations on the rights of ownership of Sears,
the Purchaser or any other affiliate of Sears with respect to the Shares;
provided that the Purchaser shall have used its reasonable best efforts to
resist, resolve, defend against or lift, as applicable, such statute, rule,
regulation, legislation, judgment, order or injunction;

(b) there shall have occurred and continue to exist (i) any general
suspension of, or limitation on prices for, trading in securities on the New
York Stock Exchange or in the Nasdaq National Market, (ii) a declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States or (iii) any limitation (whether or not mandatory) by any
U.S. Governmental Entity that materially and adversely affects the extension
of credit by banks or other lending institutions in the United States;

29

(c) the representations and warranties of the Company contained in the
Merger Agreement (which for these purposes shall exclude all qualifications
or exceptions relating to "materiality" and/or Company Material Adverse
Effect) shall not be true and correct, either (i) as of the date referred to
in any representation or warranty which addresses matters as of a particular
date or (ii) as to all other representations and warranties, as of the date
of determination, in either case (other than with respect to the Company's
capitalization, which shall be true and correct in all material respects),
except where the failure to be so true and correct would not, individually
or in the aggregate, have a Company Material Adverse Effect; provided that
such breach or failure cannot be or has not been cured in all material
respects prior to the earlier of the 30th day after the giving of written
notice thereof to the Company and the then current Expiration Date;

(d) the Company shall have failed to perform in any material respect any
obligation under the Merger Agreement or to comply in any material respect
with any of its covenants or other obligations under the Merger Agreement;

(e) the Company Board (or a special committee thereof) (i) shall have
withdrawn, modified or changed in a manner adverse to Sears and the
Purchaser (including by amendment of the Schedule 14D-9) its recommendation
of the Offer, the Merger Agreement or the Merger, (ii) shall have
recommended or announced a neutral position with respect to an Acquisition
Proposal, (iii) shall have adopted any resolution to effect the foregoing,
or (iv) fails to reconfirm the Company Tender Recommendation within three
(3) business days after receipt of a request by Sears or the Purchaser,
provided that any such request may be made only one time within three
business days after notice of any of the following events (as any of the
following events may occur from time to time): (i) receipt by the Company of
an Acquisition Proposal, (ii) any material change to an existing Acquisition
Proposal, (iii) a public announcement of any transaction to acquire a
material portion of the Shares by a Person other than the Purchaser, Sears
or any of their Subsidiaries or affiliates other than an existing
Acquisition Proposal, (iv) any extension of the Offer, and (v) any other
material event or circumstance reasonably related to the Offer;

(f) any applicable waiting period under the HSR Act relating to the Offer
and the Merger shall not have expired or been terminated and all material
consents, approvals and authorizations required to be obtained prior to the
consummation of the Offer and the Merger by the parties hereto from
governmental and regulatory authorities to consummate the Offer and the
Merger, shall not have been made or obtained, as the case may be;

(g) this Agreement shall have been terminated in accordance with its
terms;

which, in the sole good faith judgment of the Purchaser in any such case, makes
it inadvisable to proceed with the Offer and/or such acceptance for payment of
or payment for the Shares.

The foregoing conditions are for the sole benefit of the Purchaser and Sears
and may be asserted by the Purchaser or Sears regardless of the circumstances
giving rise to any such condition or may be waived by Sears or the Purchaser in
whole or in part at any time and from time to time in the sole discretion of
Sears or the Purchaser, except that the conditions in clause (I) and paragraph
(f) above may not be waived by Sears or the Purchaser without the prior written
consent of the Company. The failure by Sears or the Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time.

16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

GENERAL. The Purchaser is not aware of any pending legal proceeding relating
to the Offer. Except as described in this Section 16, based on its examination
of publicly available information filed by the Company with the SEC and other
publicly available information concerning the Company, the Purchaser is not
aware of

30

any governmental license or regulatory permit that appears to be material to
the Company's business that might be adversely affected by the Purchaser's
acquisition of Shares as contemplated herein or of any approval or other action
by any governmental, administrative or regulatory authority or agency, domestic
or foreign, that would be required for the acquisition or ownership of Shares
by the Purchaser or Sears as contemplated herein. Should any such approval or
other action be required, the Purchaser currently contemplates that, except as
described below under "State Takeover Statutes," such approval or other action
will be sought. While the Purchaser does not currently intend to delay
acceptance for payment of Shares tendered pursuant to the Offer pending the
outcome of any such matter, there can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that if such approvals were not obtained or such
other actions were not taken, adverse consequences might not result to the
Company's business, or certain parts of the Company's business might not have
to be disposed of, any of which could cause the Purchaser to elect to terminate
the Offer without the purchase of Shares thereunder under certain conditions as
contemplated by the Merger. See Section 15--"Certain Conditions of the Offer."

STATE TAKEOVER STATUTES. A number of states have adopted laws that purport,
to varying degrees, to apply to attempts to acquire corporations that are
incorporated in, or that have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws.

In EDGAR V. MITE CORP., the Supreme Court of the United States invalidated
on constitutional grounds the Illinois Business Takeover Statute which, as a
matter of state securities law, made takeovers of corporations meeting certain
requirements more difficult. However, in 1987, in CTS CORP. V. DYNAMICS CORP.
OF AMERICA, the Supreme Court held that the State of Indiana could, as a matter
of corporate law, constitutionally disqualify a potential acquiror from voting
shares of a target corporation without the prior approval of the remaining
stockholders where, among other things, the corporation is incorporated in, and
has a substantial number of stockholders in, the state. Subsequently, in TLX
ACQUISITION CORP. V. TELEX CORP., a Federal District Court in Oklahoma ruled
that the Oklahoma statutes were unconstitutional insofar as they apply to
corporations incorporated outside Oklahoma in that they would subject such
corporations to inconsistent regulations. Similarly, in TYSON FOODS, INC. V.
MCREYNOLDS, a Federal District Court in Tennessee ruled that four Tennessee
takeover statutes were unconstitutional as applied to corporations incorporated
outside Tennessee. This decision was affirmed by the United States Court of
Appeals for the Sixth Circuit.

The Company is incorporated under the laws of the State of Delaware. In
general, Section 203 of the DGCL ("Section 203") prevents an "interested
stockholder" (including a person who has the right to acquire 15% or more of
the corporation's outstanding voting stock) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Delaware corporation for a period of three years following the date such person
became an interested stockholder. The Company Board approved for purposes of
Section 203 the entering into by the Purchaser, Sears and the Company of the
Merger Agreement and the consummation of the transactions contemplated thereby
and has taken all appropriate action so that Section 203, with respect to the
Company, will not be applicable to Sears and the Purchaser by virtue of such
actions. In addition, the Company Board approved for purposes of Section 203
the entering into of the Tender Agreements by the Purchaser, Sears and the
Stockholders and the transactions contemplated thereby and has taken all
appropriate action so that Section 203 with respect to the Company, will not be
applicable to Sears and the Purchaser by virtue of such action.

The Purchaser is not aware of any state takeover laws or regulations, other
than the Wisconsin Corporate Take-over Law, which are applicable to the Offer
or the Merger and has not attempted to comply with any state takeover laws or
regulations, other than the Wisconsin Corporate Take-over Law. Under the
Wisconsin Corporate Take-over Law, the Purchaser will be required to file no
later than ten days after acquiring beneficial ownership of more than five
percent of the outstanding Shares a prescribed notification, which may be
satisfied by the filing of a Schedule 13D under the Exchange Act with the
Administrator of the Wisconsin Division of

31

Securities. The Purchaser will also be required to file the Offer with that
Administrator, but the Offer is exempt from the registration provisions of the
Wisconsin Corporate Take-over Law. If any government official or third party
should seek to apply any state takeover law to the Offer or the Merger or other
business combination between the Purchaser or any of its affiliates and the
Company, the Purchaser will take such action as then appears desirable, which
action may include challenging the applicability or validity of such statute in
appropriate court proceedings. In the event it is asserted that one or more
state takeover statutes is applicable to the Offer or the Merger and an
appropriate court does not determine that it is inapplicable or invalid as
applied to the Offer or the Merger, the Purchaser might be required to file
certain information with, or to receive approvals from, the relevant state
authorities or holders of Shares, and the Purchaser might be unable to accept
for payment or pay for Shares tendered pursuant to the Offer, or be delayed in
continuing or consummating the Offer or the Merger. In such case, the Purchaser
may not be obligated to accept for payment or pay for any tendered Shares. See
Section 15--"Certain Conditions of the Offer."

UNITED STATES ANTITRUST COMPLIANCE. Under the HSR Act and the rules that
have been promulgated thereunder by the Federal Trade Commission (the "FTC")
and the Antitrust Division of the Department of Justice (the "Antitrust
Division") certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division and the FTC
and certain waiting period requirements have been satisfied. The purchase of
Shares pursuant to the Offer is subject to such requirements.

Pursuant to the requirements of the HSR Act, Sears, on behalf of itself and
the Purchaser, expects to file a Notification and Report Form with respect to
the Offer and Merger with the Antitrust Division and the FTC on or about May
22, 2002. As a result, the waiting period applicable to the purchase of Shares
pursuant to the Offer is scheduled to expire at 11:59 p.m., New York City time,
fifteen (15) days after such filing. However, prior to such time, the Antitrust
Division or the FTC may extend the waiting period by requesting additional
information or documentary material relevant to the Offer from the Purchaser.
If such a request is made, the waiting period will be extended until 11:59
p.m., New York City time, on the tenth day after substantial compliance by the
Purchaser with such request. Thereafter, such waiting period can be extended
only by court order.

The Antitrust Division and the FTC scrutinize the legality under the
antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer. At any time before or after the consummation
of any such transactions, the Antitrust Division or the FTC could take such
action under the antitrust laws of the United States as it deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking divestiture of the Shares so acquired
or divestiture of substantial assets of Sears or the Company. Private parties
(including individual States) may also bring legal actions under the antitrust
laws of the United States. The Purchaser does not believe that the consummation
of the Offer will result in a violation of any applicable antitrust laws.
However, there can be no assurance that a challenge to the Offer on antitrust
grounds will not be made, or if such a challenge is made, what the result will
be. See Section 15--"Certain Conditions of the Offer," including conditions
with respect to litigation and certain governmental actions.

GERMAN ANTITRUST COMPLIANCE. Under German laws and regulations regarding
restraints of competition, certain acquisition transactions may not be
consummated in Germany unless certain information has been furnished to the
German Federal Cartel Office (the "FCO") and certain waiting period
requirements have been satisfied without issuance by the FCO of a prohibition
decision. The purchase of the Shares by the Purchaser pursuant to the Offer and
the consummation of the Merger is subject to such requirements with regard to
the German subsidiaries of the Company and Sears. Sears, on behalf of itself
and the Purchaser, plans to file such information on or around May 21, 2002.
Sears will request the issuance of a clearance decision although there can be
no assurance of the outcome of such request. Sears and the Purchaser do not
believe that the consummation of the Offer will become the subject of a
prohibition decision by the FCO under any applicable law or regulation in
Germany regarding restraints of competition. There can be no assurance,
however, that a challenge to the Offer on such grounds will not be made or, if
such challenge is made, of the result thereof.

OTHER APPLICABLE FOREIGN ANTITRUST LAWS. Other than the filings with the
Antitrust Division, the FTC and the FCO, as described above, and, except as
identified in the Merger Agreement, Sears does not believe that any

32

additional material pre-merger antitrust filings are required with respect to
the Offer or the Merger. To the extent that any additional antitrust filings
are required pursuant to other applicable foreign antitrust laws, Sears, the
Purchaser, Sears' other subsidiaries and the Company, as appropriate, will make
such filings.

17. FEES AND EXPENSES.

Morgan Stanley has acted as financial advisor to Sears in connection with
the proposed acquisition of the Company and is acting as the Dealer Manager in
connection with the Offer. Sears has agreed to pay Morgan Stanley customary
compensation for its services as financial advisor and will reimburse Morgan
Stanley for certain reasonable expenses. Sears and the Purchaser have agreed to
indemnify Morgan Stanley against certain liabilities and expenses in connection
with its engagement, including certain liabilities under the federal securities
laws. At any time Morgan Stanley and its affiliates may actively trade in the
Shares for its own account or for the accounts of customers, and, accordingly,
may at any time hold a long or short position in the Shares.

Sears and the Purchaser have retained D.F. King & Co., Inc. to be the
Information Agent and Mellon Investor Services LLC to be the Depositary in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, telecopy, telegraph and personal interview and may request
banks, brokers, dealers and other nominees to forward materials relating to the
Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and
customary compensation for their respective services in connection with the
Offer, will be reimbursed for reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under federal securities laws.

Neither Sears nor the Purchaser will pay any fees or commissions to any
broker or dealer or to any other person (other than to the Dealer Manager, the
Depositary and the Information Agent) in connection with the solicitation of
tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and
trust companies will, upon request, be reimbursed by the Purchaser for
customary mailing and handling expenses incurred by them in forwarding offering
materials to their customers.

18. MISCELLANEOUS.

The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. However, the Purchaser may, in its discretion, take such
action as it may deem necessary to make the Offer in any such jurisdiction and
extend the Offer to holders of Shares in such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF SEARS OR THE PURCHASER NOT CONTAINED HEREIN OR IN
THE LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

The Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO
pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange
Act, together with exhibits furnishing certain additional information with
respect to the Offer, and may file amendments thereto. In addition, the Company
has filed with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act,
setting forth the recommendation of the Company Board with respect to the Offer
and the reasons for such recommendation and furnishing certain additional
related information. A copy of such documents, and any amendments thereto, may
be examined at, and copies may be obtained from, the SEC (but not the regional
offices of the SEC) in the manner set forth under Section 7--"Certain
Information Concerning the Company" above.

Inlet Acquisition Corp.
May 17, 2002

33

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF SEARS AND THE PURCHASER

1. DIRECTORS AND EXECUTIVE OFFICERS OF SEARS. The following table sets forth
the name, present principal occupation or employment and past material
occupations, positions, offices or employment for each director and executive
officer of Sears for at least the past five (5) years. The current business
address of each person is 3333 Beverly Road, Hoffman Estates, Illinois 60179
and the current phone number is (847) 286-2500. Each person is a citizen of the
United States of America.

NAME                             POSITIONS
----                             ---------

Alan J. Lacy...... Chairman of the Board of Directors, President and
Chief Executive Officer
Kathryn Bufano.... Executive Vice President/General Manager,
Softlines--Sears Retail
Mary E. Conway.... Executive Vice President/General Manager, Full-line
Store Operations--Sears Retail
E. Ronald Culp.... Senior Vice President, Public Relations,
Communications and Government Affairs
Lyle G. Heidemann. Executive Vice President/General Manager,
Hardlines--Sears Retail
Kevin T. Keleghan. President, Credit and Financial Products
Anastasia D. Kelly Senior Vice President and General Counsel
Greg A. Lee....... Senior Vice President, Human Resources
Paul J. Liska..... Executive Vice President and Chief Financial
Officer
William G. Pagonis Senior Vice President, Supply Chain Management
Glenn R. Richter.. Senior Vice President, Finance
David W. Selby.... Senior Vice President, Marketing
Michael J. Tower.. Senior Vice President, Strategy
Hall Adams, Jr.... Director
Brenda C. Barnes.. Director
James R. Cantalupo Director
Donald J. Carty... Director
James W. Farrell.. Director
Michael A. Miles.. Director
Hugh B. Price..... Director
Dorothy A. Terrell Director
Raul H. Yzaguirre. Director

MR. LACY  has served as Chairman of Board of Sears since December 2000 and
President and Chief Executive Officer since October 2000. Mr. Lacy was
President of Services from 1999 to October 2000, President of Sears Credit from
1997 to 1999 (additionally Chief Financial Officer from 1998 to 1999) and
Executive Vice President and Chief Financial Officer from 1995 to 1997.

MS. BUFANO  joined Sears as Executive Vice President, Softlines in January
2002. Prior to joining Sears, she was President and Chief Merchandising Officer
at the Dress Barn, a women's apparel retailer, since 2001. Prior to joining the
Dress Barn, she was Executive Vice President, Women's Apparel at Macy's East, a
department store chain, since 1996.

MS. CONWAY  has served as Executive Vice President/General Manger, Full-line
Store Operations--Sears Retail since July 1999. Prior to her current position
she was President of Full-line Stores and Senior Vice

I-1

President of Northeast Region from 1998-1999. From 1993 to 1998 she was the
Region General Manager. Ms. Conway holds degrees from Beaver College and St.
Joseph University.

MR. CULP  has served as Senior Vice President, Public Relations,
Communications and Government Affairs of Sears since August 1999. Since joining
Sears in 1993, Mr. Culp has served as Divisional Vice President, Public
Affairs, from 1993 to 1995, and Vice President, Public Relations, from 1995 to
1999. Prior to joining Sears, he served as Executive Director, Corporate
Relations for Sara Lee Corporation from 1985 to 1993.

MR. HEIDEMANN  has served as Executive Vice President/General Manager,
Hardlines--Sears Retail since September 1999. Previously, Mr. Heidemann held
numerous management positions, including Senior Vice President, Appliances and
Electronics, from 1998 to 1999, since joining Sears in 1967 after graduating
from Northern Illinois.

MR. KELEGHAN  has served as President, Credit and Financial Products of
Sears since November 1999. Previously, Mr. Keleghan served as Vice President,
Credit Risk Management from 1996 to 1999. Prior to joining Sears, Mr. Keleghan
served as Senior Vice President, Risk Management at GE Capital and at AT&T
Universal Card Services.

MS. KELLY  joined Sears as its General Counsel in March 1999. Prior to
joining Sears, she had been Senior Vice President of Fannie Mae, a financial
services company, since 1995 and had been Fannie Mae's General Counsel and
Secretary since 1996.

MR. LEE  joined Sears as Senior Vice President, Human Resources in January
2001. Prior to joining Sears, he had been Senior Vice President, Human
Resources of Whirlpool Corporation, a manufacturer of major home appliances,
since June 1998. Prior to joining Whirlpool, Mr. Lee served in the same
capacity for The St. Paul Companies, a property and casualty insurance company.

MR. LISKA  joined Sears as Executive Vice President and Chief Financial
Officer in June 2001. Prior to joining Sears, Mr. Liska was Executive Vice
President and Chief Financial Officer of The St. Paul Companies since 1997, and
President and Chief Executive Officer of Specialty Foods Corporation, a
manufacturer of food products, from 1994 until 1997.

MR. PAGONIS  has served as Senior Vice President, Supply Chain Management
since July 2001. Mr. Pagonis has served as Sears' Senior Logistics Officer
since 1995. Mr. Pagonis is a retired Lieutenant General of the U.S. Army. He
obtained an M.B.A. in 1970 and a B.S. in 1964 from the Pennsylvania State
University.

MR. RICHTER  joined Sears as Vice President and Controller in 2000. Mr.
Richter became Senior Vice President, Finance in July 2001. Prior to joining
Sears, Mr. Richter was Senior Vice President and Chief Financial Officer of
Dade Behring International, a manufacturer of medical testing systems, since
1999 and Senior Vice President and Corporate Controller since 1997.

MR. SELBY  joined Sears as Vice President of Marketing Services in 1997 and
was promoted to Senior Vice President of Retail Marketing prior to being named
Senior Vice President, Marketing 2001. Prior to joining Sears, Mr. Selby held a
number of senior positions with The Leo Burnett Company, an advertising agency.
He completed his 18 years at Leo Burnett as Senior Vice President.

MR. TOWER  joined Sears as Vice President, Corporate Strategy and Business
Development in 1997. Mr. Tower became Senior Vice President, Strategy in
February 2001. Prior to joining Sears, Mr. Tower held a

I-2

number of senior positions with A.T. Kearney, a consulting firm. He completed
his ten years at A.T. Kearney as a Partner and Vice President.

MR. ADAMS  was Chairman of the Board and Chief Executive Officer of Leo
Burnett Company, Inc. (advertising) from 1987 until his retirement in 1992. Mr.
Adams is a director of Moody's Corporation (formerly Dun & Bradstreet) and
McDonald's Corporation.

MS. BARNES  is an Adjunct Professor, Northwestern University, Kellogg
Graduate School of Management, 2002; Guest Lecturer, North Central College,
2002; Interim President, Starwood Hotels and Resorts (hotels and leisure) from
November 1999 until March 2000. Ms. Barnes served as President and Chief
Executive Officer of PepsiCola North America (beverages) from 1996 until her
retirement in 1998. She served as Chief Operating Officer of PepsiCola North
America from 1994 to 1996. She is a director of Avon Products, Inc., Lucas
Digital Ltd. and Lucas Arts Entertainment Company LLC, The New York Times
Company, PepsiAmericas and Staples, Inc.

MR. CANTALUPO  has served as Vice Chairman and President, Emeritus of
McDonald's Corporation (restaurant chain) since January 1, 2002, Vice Chairman
and President from 1999 to 2002, Vice Chairman of McDonald's Corporation and
Chairman and Chief Executive Officer, McDonald's International, from 1998 to
1999 and as President and Chief Executive Officer, McDonald's International,
from 1991 to 1998. He is a director of McDonald's Corporation, Illinois Tool
Works Inc., International Flavors & Fragrances Inc., Rohm & Haas Co., the
Chicago Council of Foreign Relations, the Mid-America Committee and World
Business Chicago.

MR. CARTY  has served as Chairman of the Board, President and Chief
Executive Officer of AMR Corporation and American Airlines, Inc. (air
transportation) since 1998. Mr. Carty served as President of AMR Airline Group
and American Airlines from 1995 until 1998. He is a director of Dell Computer
Corporation.

MR. FARRELL  has served as Chairman of the Board and Chief Executive Officer
of Illinois Tool Works Inc. (manufacturing and marketing of engineered
components) since 1996. Mr. Farrell is a director of Illinois Tool Works Inc.,
Kraft Foods, Inc., The Allstate Corporation, The Federal Reserve Bank of
Chicago and UAL Corp.

MR. MILES  was Chairman of the Board and Chief Executive Officer of Philip
Morris Companies Inc. (consumer products) from 1991 until his retirement in
1994. Mr. Miles is a Special Limited Partner of Forstmann Little & Co.
(investment firm) and a member of its Advisory Board. He is a director of The
Allstate Corporation, AMR Corp., AOL Time Warner Inc., Community Health
Systems, Inc., Dell Computer Corp., Exult, Inc. and Morgan Stanley Dean Witter
& Co.

MR. PRICE  has been President and Chief Executive Officer of the National
Urban League (social services) since 1994. Mr. Price is a director of Mayo
Clinic Foundation, Metropolitan Life Insurance Company and Verizon
Communications Inc.

MS. TERRELL  has served as Senior Vice President, Worldwide Sales, of NMS
Communications (formerly Natural MicroSystems Corporation) (telecommunications)
since 1998 and President, Platforms and Services Group since 2002, President,
Services Group from 1998 to 2002. Ms. Terrell served as President of
SunExpress, Inc., an operating company of Sun Microsystems, Inc. (supplier of
open network computing products and services), and as a Corporate Executive
Officer of Sun Microsystems, Inc. from 1991 to 1997. She is a director of
General Mills, Inc. and Herman Miller, Inc.

MR. YZAGUIRRE  has served as President and Chief Executive Officer, National
Council of LaRaza (social services) since 1974. He is a director of the Council
of Better Business Bureaus and AARP Services, Inc.

I-3

2. DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The following table
sets forth the name, present principal occupation or employment and past
material occupations, positions, offices or employment for each director and
executive officer of the Purchaser for the past five (5) years. The current
business address of each person is 3333 Beverly Road, Hoffman Estates, Illinois
60179 and the current phone number is (847) 286-2500. Each person is a citizen
of the United States of America.

NAME                POSITIONS
----                ---------

Glenn R. Richter President and Director
W. Anthony Will. Vice President and Treasurer
Matthew T. Myren Secretary

MR. RICHTER  joined Sears as Vice President and Controller in 2000. Mr.
Richter became Senior Vice President, Finance in July 2001. Prior to joining
Sears, Mr. Richter was Senior Vice President and Chief Financial Officer of
Dade Behring International, a manufacturer of medical testing systems, since
1999 and Senior Vice President and Corporate Controller since 1997. Mr. Richter
has served as director and as President of Inlet Acquisition Corp. since its
formation in May 2002.

MR. WILL  has served as Vice President, Business Development of Sears since
February 2002. Prior to joining Sears, Mr. Will was a consultant in the Chicago
office of Egon Zehnder International, a management consulting and executive
recruiting firm, from January 2001 to February 2002. Prior to that, Mr. Will
was Vice President, Strategy and Corporate Development, at Fort James
Corporation, a $7.5 billion paper and consumer goods company, from October 1998
until January 2001. Prior to Fort James, Mr. Will served as Manager in the
Chicago office of The Boston Consulting Group, an international strategy
consulting firm, from August 1993 until October 1998. Mr. Will has served as
the Vice President and Treasurer of Inlet Acquisition Corp. since its formation
in May 2002.

MR. MYREN  has served as Assistant General Counsel, Corporate and Strategic
Transactions, of Sears since November 1999. Prior to that, Mr. Myren served as
Senior Counsel at Sears. Prior to joining Sears, Mr. Myren was an associate at
the law firm of Skadden, Arps, Slate, Meagher and Flom. Mr. Myren has served as
Secretary of Inlet Acquisition Corp. since its formation in May 2002.

I-4

Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each
stockholder of the Company or such stockholder's broker, dealer, commercial
bank, trust company or other nominee to the Depositary at one of its addresses
set forth below:

THE DEPOSITARY FOR THE OFFER IS:

MELLON INVESTOR SERVICES LLC

BY MAIL             BY HAND OR OVERNIGHT DELIVERY       BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):

Mellon Investor Services LLC   Mellon Investor Services LLC     Mellon Investor Services LLC
Reorganization Department      Reorganization Department         Reorganization Department
Post Office Box 3301            85 Challenger Road            120 Broadway, 13th Floor
South Hackensack, NJ 06606          Mail Stop--Reorg                New York, NY 10271
Ridgefield Park, NJ 07660

BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 296-4293

CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860

Questions or requests for assistance may be directed to the Information Agent
or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
Information Agent. Stockholders may also contact brokers, dealers, commercial
banks or trust companies for assistance concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.

77 Water Street
New York, New York 10005

Banks and Brokers call collect: (212) 269-5550
All Others call toll-free: (800) 290-6429

THE DEALER MANAGER FOR THE OFFER IS:

MORGAN STANLEY
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-4308

Exhibit (a)(1)(B)

Letter of Transmittal
To Tender Shares of Common Stock
of
Lands' End, Inc.
Pursuant to the Offer to Purchase dated as of May 17, 2002
by
Inlet Acquisition Corp.
a wholly owned subsidiary of
Sears, Roebuck and Co.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:
Mellon Investor Services LLC

By Mail:                By Overnight Courier:              By Hand:

Mellon Investor Services      Mellon Investor Services     Mellon Investor Services
LLC Reorganization            LLC Reorganization           LLC Reorganization
Department                    Department                   Department
Post Office Box 3301           85 Challenger Road        120 Broadway, 13th Floor
South Hackensack, NJ 07606        Mail Stop--Reorg            New York, NY 10271
Ridgefield Park, NJ 07660

By Facsimile Transmission:
(for Eligible
Institutions only)
(201) 296-4293

Confirm Facsimile By Telephone:
(201) 296-4860

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO MELLON INVESTOR
SERVICES LLC (THE "DEPOSITARY"). YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN
THE APPROPRIATE SPACE PROVIDED THEREFOR BELOW, WITH SIGNATURE GUARANTEE IF
REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------------------------------

Name(s) and Address(es) of Registered Holder(s)            Share Certificate(s) and Share(s) Tendered
(Please fill in, if blank, exactly as name(s)        (Please attach additional signed list, if necessary)
appear(s) on Share Certificate(s))
-----------------------------------------------------------------------------------------------------------
Total Number of      Number
Share Certificate    Shares Represented   Of Shares
Number(s)(1)      By Certificate(s)(1) Tendered(2)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------

Total Shares Tendered
-----------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders who deliver Shares by book-entry transfer.
(2) Unless otherwise indicated, all Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered. See Instruction 4.

This Letter of Transmittal is to be used by stockholders of Lands' End, Inc.
(the "Company"), if certificates for Shares (as defined below) are to be
forwarded herewith or, unless an Agent's Message (as defined in Section 2 of
the Offer to Purchase) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at the
Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase
and pursuant to the procedures set forth in Section 3 thereof).

Stockholders whose certificates for Shares ("Share Certificates") are not
immediately available, or who cannot complete the procedure for book-entry
transfer on a timely basis, or who cannot deliver all other required documents
to the Depositary prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase), must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase in order to
participate in the Offer. See Instruction 2. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

TENDER OF SHARES

[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK
ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: _______________________________________________

Account Number: ______________________________________________________________

Transaction Code Number: _____________________________________________________

[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): _____________________________________________

Window Ticket Number (if any): _______________________________________________

Date of Execution of Notice of Guaranteed Delivery: __________________________

Name of Eligible Institution that Guaranteed Delivery: _______________________

If delivery is by book-entry transfer, provide the following: ________________

Account Number: ____________________________________________________________

Transaction Code Number: ___________________________________________________

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY

2

Ladies and Gentlemen:

The undersigned hereby tenders to Inlet Acquisition Corp., a Delaware
corporation (the "Purchaser'") and a wholly owned subsidiary of Sears, Roebuck
and Co., a New York corporation ("Sears"), the above-described shares of common
stock, par value $.01 per share (the "Shares") of Lands' End, Inc., a Delaware
corporation (the "Company"), pursuant to the Purchaser's offer to purchase all
issued and outstanding Shares, at a purchase price of $62.00 per Share, net to
the seller in cash (the "Offer Price''), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 17, 2002 and in this
Letter of Transmittal (which together with any amendments or supplements
thereto or hereto, collectively constitute the "Offer").

Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to or upon the order of the Purchaser all right, title and
interest in and to all of the Shares that are being tendered hereby (and any
and all dividends, distributions, rights, other Shares or other securities
issued or issuable in respect thereof on or after the date hereof
(collectively, "Distributions")) and irrevocably constitutes and appoints
Mellon Investor Services LLC (the "Depositary") as the undersigned's true and
lawful agent and attorney-in-fact with respect to such Shares (and any and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and any and all Distributions) or transfer
ownership of such Shares (and any and all Distributions) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case,
with all accompanying evidences of transfer and authenticity, to or upon the
order of the Purchaser, (ii) present such Shares (and any and all
Distributions) for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of the
Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints the designees of the Purchaser, as the undersigned's attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, (i) to
vote at any annual or special meeting of the Company's stockholders or any
adjournment or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or its, his or her substitute shall in its, his or
her sole discretion deem proper with respect to, (ii) to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or its,
his or her substitute shall in its, his or her sole discretion deem proper with
respect to and (iii) to otherwise act as each such attorney-in-fact and proxy
or its, his or her substitute shall in its, his or her sole discretion deem
proper with respect to, all of the Shares (and any and all Distributions)
tendered hereby and accepted for payment by the Purchaser. This appointment
will be effective if and when, and only to the extent that, the Purchaser
accepts such Shares for payment pursuant to the Offer. This power of attorney
and proxy are irrevocable and are granted in consideration of the acceptance
for payment of such Shares in accordance with the terms of the Offer. Such
acceptance for payment shall, without further action, revoke any prior powers
of attorney and proxies granted by the undersigned at any time with respect to
such Shares (and any and all Distributions), and no subsequent powers of
attorney, proxies, consents or revocations may be given by the undersigned with
respect thereto (and, if given, will not be deemed effective). The Purchaser
reserves the right to require that, in order for the Shares to be deemed
validly tendered, immediately upon the Purchaser's acceptance for payment of
such Shares, the Purchaser must be able to exercise full voting, consent and
other rights with respect to such Shares (and any and all Distributions),
including voting at any meeting of the Company's stockholders.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all Distributions) and that, when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title to such Shares (and any and all Distributions), free and
clear of all liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the

3

sale, assignment and transfer of the Shares tendered hereby (and any and all
Distributions). In addition, the undersigned shall remit and transfer promptly
to the Depositary for the account of the Purchaser all Distributions in respect
of the Shares tendered hereby, accompanied by appropriate documentation of
transfer, and, pending such remittance and transfer or appropriate assurance
thereof, the Purchaser shall be entitled to all rights and privileges as owner
of each such Distribution and may withhold the entire purchase price of the
Shares tendered hereby or deduct from such purchase price the amount or value
of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.

The undersigned understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
in the Instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer (and if the Offer is extended or amended, the terms or conditions of
any such extension or amendment). Without limiting the foregoing, if the price
to be paid in the Offer is amended in accordance with the Merger Agreement (as
defined in the Offer to Purchase), the price to be paid to the undersigned will
be the amended price notwithstanding the fact that a different price is stated
in this Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.

Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all of the Shares purchased and, if
appropriate, return any certificates for the Shares not tendered or accepted
for payment in the name(s) of the registered holder(s) appearing above under
"Description of Shares Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
of all of the Shares purchased and, if appropriate, return any certificates for
the Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing above under "Description of Shares Tendered." In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Shares purchased and, if appropriate, return any certificates evidencing
Shares not tendered or not accepted for payment (and any accompanying
documents, as appropriate) in the name(s) of, and deliver such check and, if
appropriate, return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above. The
undersigned recognizes that the Purchaser has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder thereof if the Purchaser does not accept for payment any of
the Shares so tendered.

4

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or Share Certificates not tendered or accepted for payment are
to be issued in the name of someone other than the undersigned.

Issue:  Check
Certificate(s) to

Name _______________________________________________________________________
(Please Print)

Address ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(Also Complete Substitute Form W-9 Below)

Account Number: ____________________________________________________________

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted
for payment and/or Share Certificates not tendered or accepted for payment are
to be sent to someone other than the undersigned or to the undersigned at an
address other than that shown under "Description of Shares Tendered."

Mail:  Check
Certificate(s) to

Name _______________________________________________________________________
(Please Print)

Address ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(Also Complete Substitute Form W-9 Below)

5

IMPORTANT
STOCKHOLDER: SIGN HERE
(Please Complete Substitute Form W-9 Included Herein)

________________________________________________________________________________

________________________________________________________________________________

(Signature(s) of Owner(s))

Name(s) ________________________________________________________________________

Capacity (Full Title) __________________________________________________________
(See Instructions)

Address ________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Include Zip Code)

Area Code and Telephone Number _________________________________________________

Taxpayer Identification or
Social Security Number _________________________________________________________
(See Substitute Form W-9)

Dated: _________________________________________________________________ , 2002

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

GUARANTEE OF SIGNATURES
(If required--See Instructions 1 and 5)

Authorized Signature(s) ________________________________________________________

Name ___________________________________________________________________________

Name of Firm ___________________________________________________________________

Address ________________________________________________________________________
(Include Zip Code)

Area Code and Telephone Number _________________________________________________

Dated: __________________________________________________________________ , 2002

6

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in the Book-Entry Transfer Facility's systems whose name(s)
appear(s) on a security position listing as the owner(s) of the Shares) of
Shares tendered herewith, unless such registered holder(s) has completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are
tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program or by any other
"eligible guarantor institution," as such term is defined in Rule 17Ad-15 under
the Exchange Act (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.

2. Requirements of Tender.  This Letter of Transmittal is to be completed by
stockholders if certificates are to be forwarded herewith or, unless an Agent's
Message is utilized, if tenders are to be made pursuant to the procedure for
tender by book-entry transfer set forth in Section 3 of the Offer to Purchase.
Share Certificates evidencing tendered Shares, or timely confirmation of a
book-entry transfer of Shares (a "Book-Entry Confirmation") into the
Depositary's account at the Book-Entry Transfer Facility, as well as this
Letter of Transmittal (or a manually signed facsimile hereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message in connection with a book-entry transfer, and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose
Share Certificates are not immediately available, or who cannot complete the
procedure for delivery by book-entry transfer on a timely basis or who cannot
deliver all other required documents to the Depositary prior to the Expiration
Date, may tender their Shares by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i)
such tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form made available by the Purchaser, must be received by the Depositary prior
to the Expiration Date and (iii) the Share Certificates (or a Book-Entry
Confirmation) evidencing all tendered Shares, in proper form for transfer, in
each case together with this Letter of Transmittal (or a manually signed
facsimile hereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of such Notice of the Guaranteed Delivery. If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND THE RISK OF THE TENDERING STOCKHOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal (or a
manually signed facsimile hereof), waive any right to receive any notice of the
acceptance of their Shares for payment.

3. Inadequate Space.  If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.

7

4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer).  If fewer than all of the Shares evidenced by any Share Certificate
are to be tendered, fill in the number of Shares that are to be tendered in the
box entitled "Number of Shares Tendered." In this case, new Share Certificates
for the Shares that were evidenced by your old Share Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.  If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Shares are registered in different names on several
Share Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations.

If this Letter of Transmittal or any Share Certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of the authority of such person
so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made or Share
Certificate(s) not tendered or not accepted for payment are to be issued in the
name of any person(s) other than the registered holder(s). Signatures on any
such Share Certificates or stock powers must be guaranteed by an Eligible
Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed and transmitted hereby,
the Share Certificate(s) must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on the Share Certificate(s). Signature(s) on any such Share
Certificates or stock powers must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction
6, the Purchaser or any successor entity thereto will pay all stock transfer
taxes with respect to the transfer and sale of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if Share Certificate(s) for Shares not tendered or not accepted for
payment are to be registered in the name of, any person(s) other than the
registered holder(s), or if tendered Share Certificate(s) are registered in the
name of any person(s) other than the person(s) signing this Letter of
Transmittal, the purchase price will not be paid until such other person(s) has
paid any stock transfer taxes (whether imposed on the registered holder(s) or
such other person(s)) payable on account of the transfer to such other
person(s) and has submitted evidence satisfactory to the Purchaser of the
payment of such taxes, or exemption therefrom.

Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share Certificate(s) evidencing the
Shares tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in
the name of, and, if appropriate, Share Certificates for Shares not tendered or
not accepted for payment are to be issued or returned

8

to, any person(s) other than the signer of this Letter of Transmittal or if a
check and, if appropriate, such Share Certificates are to be returned to any
person(s) other than the person(s) signing this Letter of Transmittal or to an
address other than that shown in this Letter of Transmittal, the appropriate
boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9.  To avoid backup withholding, a tendering
stockholder is required to provide the Depositary with a correct taxpayer
identification number ("TIN") on Substitute Form W-9, which is provided under
"Important Tax Information" below, and to certify, under penalties of perjury,
that such number is correct, that such stockholder is not subject to backup
withholding of federal income tax and that such stockholder is a U.S. person
(as defined for U.S. federal income tax purposes). If a tendering stockholder
has been notified by the Internal Revenue Service ("IRS") that such stockholder
is subject to backup withholding, such stockholder must cross out item (2) of
the Certification box of the Substitute Form W-9 unless such stockholder has
since been notified by the IRS that such stockholder is no longer subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering stockholder to backup withholding on the payment
of the purchase price of all Shares purchased from such stockholder. If the
tendering stockholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute
Form W-9 and sign and date the Substitute Form W-9. If "Applied For" is written
in Part I and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold a portion of all payments of the purchase price to
such stockholder until a TIN is provided to the Depositary.

Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) may not be subject to backup withholding.
Foreign stockholders should submit an appropriate and properly completed IRS
Form W-8, a copy of which may be obtained from the Depositary, in order to
avoid backup withholding. Such stockholders should consult a tax advisor to
determine which Form W-8 is appropriate. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9"
for more instructions.

9. Requests for Assistance or Additional Copies.  Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8 and the
"Guidelines for Certification of Taxpayer Identification Number (TIN) on
Substitute Form W-9" may be directed to the Information Agent at the address
and phone numbers set forth below, or from brokers, dealers, commercial banks
or trust companies.

10. Lost, Destroyed or Stolen Certificates.  If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify Wells Fargo Bank Minnesota, N.A., in its capacity as transfer agent for
the Shares (toll free telephone number: (800) 468-9716). The stockholder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE.

9

IMPORTANT TAX INFORMATION

Under federal income tax law, a stockholder who is a U.S. person (as defined
for U.S. federal income tax purposes) surrendering Shares must, unless an
exemption applies, provide the Depositary (as payer) with the stockholder's
correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this
Letter of Transmittal. If the stockholder is an individual, the stockholder's
TIN is such stockholder's social security number. If the correct TIN is not
provided, the stockholder may be subject to a $50 penalty imposed by the IRS
and payments of cash to the stockholder (or other payee) pursuant to the Offer
may be subject to backup withholding of a portion of all payments of the
purchase price.

Certain stockholders (including, among others, corporations and certain
foreign individuals and entities) may not be subject to backup withholding and
reporting requirements. In order for an exempt foreign stockholder to avoid
backup withholding, such person should complete, sign and submit an appropriate
Form W-8, signed under penalties of perjury, attesting to his or her exempt
status. A Form W-8 can be obtained from the Depositary. Exempt stockholders
other than foreign stockholders should furnish their TIN, write "Exempt" in
Part II of the Substitute Form W-9 and sign, date and return the Substitute
Form W-9 to the Depositary in order to avoid erroneous backup withholding. Such
stockholders should consult a tax advisor to determine which Form W-8 is
appropriate. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number (TIN) on Substitute Form W-9" for additional instructions.

If backup withholding applies, the Depositary is required to withhold and
pay over to the IRS a portion of any payment made to a stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If backup withholding results in an overpayment of taxes, a refund
may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by
completing the Substitute Form W-9 included in this Letter of Transmittal
certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or
that such stockholder is awaiting a TIN), (2) that the stockholder is not
subject to backup withholding because (a) the stockholder is exempt from backup
withholding, (b) the stockholder has not been notified by the IRS that the
stockholder is subject to backup withholding as a result of a failure to report
all interest and dividends or (c) the IRS has notified the stockholder that the
stockholder is no longer subject to backup withholding and (3) that the
stockholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering stockholder is required to give the Depositary the TIN
(generally the social security number or employer identification number) of the
record holder of the Shares tendered hereby. If the Shares are in more than one
name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number (TIN) on
Substitute Form W-9" for additional guidance on which number to report. If the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future, he, she or it should write
"Applied For" in the space provided for the TIN in Part I, sign and date the
Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer
Identification Number, which appears in a separate box below the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold a
portion of all payments of the purchase price until a TIN is provided to the
Depositary. If the Depositary is provided with an incorrect TIN in connection
with such payments, the stockholder may be subject to a $50.00 penalty imposed
by the IRS.

10

PAYER'S NAME: MELLON INVESTOR SERVICES LLC

SUBSTITUTE                      Part I: Taxpayer Identification Number--For all accounts,             Social Security Number
FORM W-9                        enter Taxpayer Identification Number in the box at right. (For
most individuals, this is your social security number. If you                   OR
Department of the Treasury      do not have a number, see Obtaining a Number in the
Internal Revenue Service        enclosed Guidelines for Certification of Taxpayer                 Other Taxpayer Identification
Identification Number (TIN) on Substitute Form W-9 (the                       Number
Payer's Request for             "Guidelines"). Certify by signing and dating below.             _________________________________
Taxpayer Identification                                                                              (If awaiting TIN, write
Number (TIN)                    Note: If the account is in more than one name, check in the               "Applied For"
enclosed Guidelines to determine which number to give the
Please fill in your name and    payer.
address below.

______________________________
----------------------------------------------------------------------------------------------------
Name                            Part II:  For payees exempt from
backup withholding, see the enclosed Guidelines
______________________________  and complete as instructed therein.
Address (number and street)

______________________________
City, State and Zip Code

------------------------------------------------------------------------------------------------------------------------------------
Part III: Certification --Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me);
and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no longer subject to backup withholding; and

(3) I am a U. S. person (as defined for United States federal income tax purposes).

Certification Instructions--You must cross out item (2) in Part III above if you have been notified by the IRS that you are subject
to backup withholding because you have failed to report all interest or dividends on your tax return. However, if, after being
notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)

------------------------------------------------------------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required
to avoid backup withholding.

Signature: __________________________________D_a_t_e_:_____________________________________________________________

------------------------------------------------------------------------------------------------------------------------------------

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING
(OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that until I provide a taxpayer identification number by the time
of payment, a portion of all reportable payments made to me thereafter may be
withheld until I provide a number.

Signature: __________________________        Date: _________________________

11

MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE
ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE
COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST
PAGE.

Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent at its
telephone numbers and location listed below, and will be furnished promptly at
the Purchaser's expense. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers call collect: (212) 269-5500
All Others call toll-free: (800) 290-6429

The Dealer Manager for the Offer is:

MORGAN STANLEY
1585 Broadway
New York, New York 10036
(212) 761-4308

12

Exhibit (a)(1)(C)

Notice Of Guaranteed Delivery

for

Tender Of Shares Of Common Stock

of

Lands' End, Inc.

to

Inlet Acquisition Corp.
a wholly owned subsidiary of

Sears, Roebuck and Co.

(Not To Be Used For Signature Guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach Mellon Investor Services LLC (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase). This form may be delivered by hand, transmitted by
facsimile or mailed to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

Mellon Investor Services LLC

By Mail:             By Overnight Courier:            By Hand:

Mellon Investor Services   Mellon Investor Services   Mellon Investor Services
LLC Reorganization         LLC Reorganization                 LLC
Department                 Department          Reorganization Department
Post Office Box 3301        85 Challenger Road      120 Broadway, 13th Floor
South Hackensack, NJ 07606     Mail Stop--Reorg          New York, NY 10271
Ridgefield Park, NJ 07660

By Facsimile Transmission:
(for Eligible
Institutions only)
(201) 296-4293

Confirm Facsimile By
Telephone:
(201) 296-4860

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY
TO THE DEPOSITARY.

THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.

The Eligible Institution that completes this form must communicate this
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.

Ladies and Gentlemen:

The undersigned hereby tenders to Inlet Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Sears, Roebuck and Co., a New York
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 17, 2002 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the
number of shares of common stock, par value $.01 per share (the "Shares"), of
Lands' End, Inc., a Delaware corporation (the "Company"), set forth below,
pursuant to the guaranteed delivery procedures set forth in the Offer to
Purchase.

--------------------------------------------------------------------------------
SIGN HERE
Number of Shares Tendered: ______________________
Name(s) of Record Holder(s):
Certificate No.(s) (if available):                ---------------------------
=-----------------------------------                     (please print)

[_] Check if securities will be tendered by      Address(es):
book-entry transfer                          ---------------------------
(Zip Code)
Name of Tendering Institution:                   Area Code and Telephone No.(s):
------------------------------------             -------------------------------
Signature(s)
Account No.: ____________________________________-------------------------------

Dated: ____________________________________, 2002
--------------------------------------------------------------------------------

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm that is a participant in the Securities Transfer
Agents Medallion Program, or an "eligible guarantor institution" (as such term
is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended), hereby guarantees the delivery to the Depositary of either the
certificates evidencing all tendered Shares, in proper form for transfer, or
the Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility"), in either case, together with the Letter of Transmittal (or a
facsimile thereof) properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, all within three New York Stock Exchange trading days after the date
hereof.

Name of Firm: _________
-----------------------
(Authorized Signature)

Address: ______________
-----------------------
Zip Code

Title: ________________

Name: _________________
(Please type or print)

Area Code and Tel. No.

Date: ___________, 2002

NOTE:  DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(D)

Offer To Purchase For Cash
All Outstanding Shares Of Common Stock

of

Lands' End, Inc.

at

$62.00 Net Per Share

by

Inlet Acquisition Corp.
a wholly owned subsidiary of

Sears, Roebuck and Co.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.

May 17, 2002

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We have been engaged by Inlet Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Sears, Roebuck and Co., a New
York corporation ("Sears"), to act as Dealer Manager in connection with the
Purchaser's offer to purchase all outstanding shares of common stock, par value
$.01 per share (the "Shares"), of Lands' End, Inc., a Delaware corporation (the
"Company"), at a purchase price of $62.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 17, 2002 (the "Offer to Purchase") and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") enclosed herewith.

The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares that, together with any other Shares then owned by Sears or the
Purchaser or any of their subsidiaries, represents at least two-thirds of the
then issued and outstanding Shares on a fully diluted basis, and (2) any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, relating to the Offer and Merger having expired or
been terminated and all other material consents, approvals or authorizations
required to be obtained prior to the consummation of the Offer and the Merger
from any governmental or regulatory authority having been made or obtained. See
Section 15 of the Offer to Purchase for additional conditions to the Offer.

Please furnish copies of the enclosed materials listed below to those of
your clients for whose accounts you hold Shares registered in your name or in
the name of your nominee:

1. Offer to Purchase, dated May 17, 2002;

2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender Shares);

3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to Mellon
Investor Services LLC (the "Depositary") prior to the expiration of the
Offer, or if the procedures for book-entry transfer cannot be completed on a
timely basis;

4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;

5. The Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by the Company; and

6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number (TIN) on Substitute Form W-9.

The Board of Directors of the Company (i) unanimously determined that the
terms of the Offer and the Merger are fair to and in the best interests of the
stockholders of the Company, (ii) approved the Merger Agreement (as defined
below) and each of the Tender Agreements (as defined below) and approved each
of the transactions contemplated by the Merger Agreement, including the Offer
and the Merger (as defined below), and the transactions contemplated by the
Tender Agreements and the transactions contemplated thereby, and (iii)
recommends that the Company's stockholders accept the Offer and tender their
Shares to the Purchaser pursuant to the Offer.

The Offer is being made pursuant to an Acquisition Agreement and Agreement
and Plan of Merger, dated as of May 12, 2002 (the "Merger Agreement"), by and
among Sears, the Purchaser and the Company. The Merger Agreement provides for,
among other things, the making of the Offer by the Purchaser, and further
provides that, after the consummation of the Offer, the Purchaser will be
merged with and into the Company (the "Merger") following the satisfaction or
waiver of the conditions to the Merger set forth in the Merger Agreement.
Following the Merger, the Company will continue as the surviving corporation,
wholly owned by Sears, and the separate corporate existence of the Purchaser
will cease.

In connection with the Merger Agreement, Sears and the Purchaser have
entered into Tender Agreements (the "Tender Agreements") with certain
stockholders of the Company (the "Tendering Stockholders"). Pursuant to the
Tender Agreements, the Tendering Stockholders have agreed, among other things,
to tender their Shares to the Purchaser pursuant to the Offer and to grant
Sears a purchase option on their Shares at the Offer Price which is exercisable
upon the occurrence of certain events. The Shares owned by the Tendering
Stockholders represent approximately 55% of the issued and outstanding Shares.

In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, and other required documents should be sent to
the Depositary and (ii) certificates representing the tendered Shares should be
delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book-Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.

Holders of Shares whose certificates for such Shares are not immediately
available, who cannot complete the procedures for book-entry transfer on a
timely basis, or who cannot deliver all other required documents to the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.

The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary, the Information Agent and the
Dealer Manager as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse you for customary mailing and handling costs incurred by you in
forwarding the enclosed materials to your clients. The Purchaser will pay or
cause to be paid all stock transfer taxes applicable to its purchase of Shares
pursuant to the Offer, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.

2

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.

Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent at the addresses and telephone numbers set forth on the back
cover of the Offer to Purchase.

Very truly yours,

MORGAN STANLEY & CO.
Incorporated

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF SEARS, THE PURCHASER, THE COMPANY, THE
DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY
OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3

Exhibit (a)(1)(E)

Instructions With Respect To The
Offer To Purchase For Cash
All Outstanding Shares Of Common Stock

of

Lands' End, Inc.

at

$62.00 Net Per Share

by

Inlet Acquisition Corp.
a wholly owned subsidiary of

Sears, Roebuck and Co.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 14,
2002, UNLESS THE OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration is the Offer to Purchase, dated May 17, 2002
(the "Offer to Purchase") and a related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Inlet Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Sears, Roebuck
and Co., a New York corporation ("Sears"), to purchase all outstanding shares
of common stock, par value $.01 per share (the "Shares"), of Lands' End, Inc.,
a Delaware corporation (the "Company"), at a purchase price of $62.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the Letter of Transmittal enclosed
herewith.

We or our nominees are the holder of record of Shares for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The enclosed Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender Shares
held by us for your account.

We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:

1. The Offer Price is $62.00 per Share, net to you in cash without
interest thereon.

2. The Offer is being made for all issued and outstanding Shares.

3. The Offer is being made pursuant to an Acquisition Agreement and
Agreement and Plan of Merger, dated as of May 12, 2002 (the "Merger
Agreement"), by and among Sears, the Purchaser and the Company. The Merger
Agreement provides, among other things, that after the consummation of the
Offer, the Purchaser will be merged with and into the Company (the "Merger")
following the satisfaction or waiver of each of the conditions to the Merger
set forth in the Merger Agreement and the Company will continue as the
surviving corporation, wholly owned by Sears, and the separate corporate
existence of the Purchaser will cease. At the effective time of the Merger,
each Share (other than Shares owned by the Company as treasury stock and by
Sears, the Purchaser or any other wholly owned subsidiary of Sears, and
other Shares that are held by stockholders, if any, who properly exercise
dissenters' rights under Delaware Law) will be

converted into the same price per share, in cash, without interest, as paid
pursuant to the Offer. In connection with the Merger Agreement, Sears and
the Purchaser have entered into Tender Agreements (the "Tender Agreements")
with certain stockholders (the "Tendering Stockholders") of the Company, who
collectively own approximately 55% of the outstanding Shares, and pursuant
to which the Tendering Stockholders have agreed, among other things, to
tender and not withdraw their Shares in the Offer.

4. The Board of Directors of the Company (i) unanimously determined that
the terms of the Offer and the Merger are fair to and in the best interests
of the stockholders of the Company, (ii) approved the Merger Agreement and
each of the Tender Agreements and approved each of the transactions
contemplated by the Merger Agreement, including the Offer and the Merger,
and the transactions contemplated by the Tender Agreements and (iii)
recommends that the Company's stockholders accept the Offer and tender their
Shares to the Purchaser pursuant to the Offer.

5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, June 14, 2002 (the "Expiration Date"), unless the
Offer is extended.

6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in the Letter of Transmittal.

The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date a number of Shares
that, together with any other Shares then owned by Sears or the Purchaser or
any of their subsidiaries, represents at least two-thirds of the then issued
and outstanding Shares on a fully diluted basis, and (2) the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, having expired or been terminated and any other material consent,
approval or authorization required to be obtained prior to the consummation of
the Offer or the Merger from any governmental or regulatory authority having
been made or obtained. See Section 15 of the Offer to Purchase for additional
conditions to the Offer.

The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall
make a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) holders of Shares in
such state. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Purchaser by Morgan Stanley & Co.
Incorporated in its capacity as Dealer Manager for the Offer or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope to return your instructions to us is also enclosed.
If you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified in this letter. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf
prior to the Expiration Date.

2

Instructions With Respect To The
Offer To Purchase For Cash
All Outstanding Shares Of Common Stock

of

Lands' End, Inc.

at

$62.00 Net Per Share

by

Inlet Acquisition Corp.
a wholly owned subsidiary of

Sears, Roebuck and Co.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated Friday, May 17, 2002 and the related Letter of Transmittal in
connection with the offer by Inlet Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Sears, Roebuck and Co., a New York
corporation, to purchase all outstanding shares of common stock, par value $.01
per share (the "Shares"), of Lands' End, Inc., a Delaware corporation, at a
purchase price of $62.00 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal.

This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.

Account No.: __________________________________________________________________
Number of Shares to Be Tendered: ______________________________________ Shares*

SIGN HERE
_______________________________________________________________________________

_______________________________________________________________________________
Signature(s)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Print Name(s) and Address(es)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Area Code and Telephone Number(s)

_______________________________________________________________________________
Taxpayer Identification or Social Security Number(s)

Dated: __________________________________________________________________, 2002

* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.

3

Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code of 1986, as amended)

Resident Aliens. If you are a resident alien and you do not have and are not
eligible to get an SSN, your TIN is your IRS individual taxpayer identification
number ("ITIN"). Enter it on the portion of the Form W-9 or substitute Form W-9
where the SSN would be entered. If you do not have an ITIN, see "Obtaining a
Number" below.
Name
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
Obtaining a Number
If you do not have a taxpayer identification number ("TIN"), either because you
are an individual and you do not have a social security number, or you are an
entity, and you do not have an employee identification number, apply for one
immediately. To apply for an SSN, obtain Form SS-5, Application for a Social
Security Card Number, from your local office of the Social Security
Administration. To apply for an EIN, obtain Form SS-4, Application for Employer
Identification Number, from the Internal Revenue Service (the "IRS") by calling
1-800-829-3676 or visiting the IRS's Internet web site at www.irs.gov. Resident
aliens who are not eligible to get an SSN and need an ITIN should obtain Form
W-7, Application for Individual Taxpayer Identification Number, from the IRS by
calling 1-800-829-3676 or visiting the IRS's Internet web site at www.irs.gov.
If you do not have a TIN, write "Applied For" in the space for the TIN, sign
and date the form, and give it to the payer. For interest and dividend payments
and certain payments made with respect to readily tradable instruments, you
will generally have 60 days to get a TIN and give it to the payer before you
are subject to backup withholding on payments. Other payments are subject to
backup withholding without regard to the 60-day rule until you provide your TIN.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Payees Exempt from Backup Withholding
Exempt payees described below should still file Form W-9 or substitute Form W-9
to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO THE
PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
The following is a list of payees who may be exempt from backup withholding and
for which no information reporting is required:
(1) An organization exempt from tax under section 501(a), an individual
retirement plan ("IRA") or a custodial account under section 403(b)(7) if
the account satisfies the requirements of section 401(f)(2).
(2) The United States or any of its agencies or instrumentalities.
(3) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(4) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.

For interest and dividends, all listed payees are exempt except the payee in
(9). For broker transactions, payees listed in items (1) through item (13) and
a person registered under the Investment Advisers Act of 1940 who regularly
acts as a broker are exempt. Payments subject to reporting under sections 6041
and 6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except the following payments made to a
corporation and reportable on Form 1099-MISC are not exempt from backup
withholding:

. Medical and health care payments.
. Attorneys' fees.
. Payments for services paid by a federal executive agency.

Payments Exempt from Backup Withholding

Payments of dividends and patronage dividends generally not subject to backup
withholding include the following:

. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding on interest of $600 or more paid in the course
of the payer's trade or business if you have not provided your correct TIN to
the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage or student loan interest paid to you.

Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and the regulations under those sections.

If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the payer an appropriate completed Form W-8.

Privacy Act Notice.--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil
and criminal litigation and to cities, states and the District of Columbia to
carry out their tax laws. You must provide your TIN whether or not you are
qualified to file a tax return. Payers must generally withhold a percentage of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a TIN to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish TIN.--If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.--If you
made a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER (TIN) ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code of 1986, as amended)

Guidelines for Determining the Proper Identification Number to Give the
Payer--A social security number ("SSN") has nine digits separated by two
hyphens: i.e., 000-00-0000. An employer identification number ("EIN") has nine
digits separated by one hyphen: i.e., 00-0000000. The table below will help you
determine the number to give the payer.

If you are a single-member LLC (including a foreign LLC with a domestic
owner) that is disregarded as an entity separate from its owner under Treasury
Regulations (S) 301.7701-3, enter the owner's name and TIN. Enter the LLC's
name on the business name line. A disregarded entity that has a foreign owner
must use the appropriate Form W-8.

For other entities, enter the business name as shown on required federal
income tax documents. This name should match the name shown on the charter or
other legal document creating the entity. You may enter any business, trade or
"doing business as" name on the business name line.

-----------------------------------------------------------------
Give the
SOCIAL SECURITY
For this type of account:        number of--
-----------------------------------------------------------------

1. Individual                   The individual

2. Two or more individuals      The actual owner of the account
(joint account)                or, if combined funds, the first
individual on the account(1)

3. Custodian account of a       The minor(2)
minor (Uniform Gift to
Minors Act)

4. a. The usual revocable       The grantor-trustee(1)
savings trust (grantor is also
trustee)

b. So-called trust account     The actual owner(1)
that is not a legal or valid
trust under state law

5. Sole proprietorship          The owner(3)

--------------------------------------------------------------------------------

-------------------------------------------------------
Give the EMPLOYER
IDENTIFICATION
For this type of account:         number of--
-------------------------------------------------------

6. Sole proprietorship           The owner(3)

7. A valid trust, estate, or     The legal entity(4)
pension trust

8. Corporate                     The corporation

9. Association, club, religious, The organization
charitable, educational or
other tax-exempt
organization

10. Partnership                   The partnership

11. A broker or registered        The broker or nominee
nominee

12. Account with the              The public entity
Department of Agriculture in
the name of a public entity
(such as a state or local
government, school district,
or prison) that receives
agricultural program
payments
--------------------------------------

(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's SSN must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business name. You may
use either your SSN or EIN (if you have one). Using your EIN may, however,
result in unnecessary notices to the requester of the Form W-9 or
substitute Form W-9.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title).

Note:  If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.

2

Exhibit (a)(5)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated May 17, 2002, and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer, however, is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares residing in any jurisdiction in
which the making of the Offer or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. However, the
Purchaser (as defined below) may, in its discretion, take such action as it may
deem necessary to make the Offer in any jurisdiction and to extend the Offer to
holders of Shares in such jurisdiction. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by Morgan Stanley & Co. Incorporated or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
Lands' End, Inc.
at
$62.00 Net Per Share
by
Inlet Acquisition Corp.
a wholly owned subsidiary of
Sears, Roebuck and Co.

Inlet Acquisition Corp., a Delaware corporation (the "Purchaser") and
a wholly owned subsidiary of Sears, Roebuck and Co., a New York corporation
("Sears"), is offering to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Lands' End, Inc., a Delaware
corporation ("Lands' End"), at a purchase price of $62.00 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated May 17, 2002 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Tendering stockholders who have Shares
registered in their names and who tender directly to Mellon Investor Services
LLC (the "Depositary") will not be charged brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares pursuant to the Offer. Stockholders who hold their Shares
through a broker or bank should consult such institution as to whether it
charges any such fees or commissions. Sears or the Purchaser will pay all
charges and expenses of Morgan Stanley & Co. Incorporated, which is acting as
the dealer manager for the Offer (the "Dealer Manager"), the Depositary and D.F.
King & Co., Inc., which is acting as information agent for the Offer (the
"Information Agent"), incurred in connection with the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 14, 2002, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration of the Offer a number
of Shares that, together with any other Shares then beneficially owned by Sears
or the Purchaser or any of their subsidiaries, represent at least two-thirds of
the then issued and outstanding Shares on a fully diluted basis (the "Minimum
Condition"), and (ii) the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), having expired
or been terminated. The Offer is also subject to the satisfaction of certain
other conditions described in Section 15 of the Offer to Purchase. The Offer is
not contingent on any financing conditions.

The Offer is being made pursuant to the Acquisition Agreement and
Agreement and Plan of Merger, dated as of May 12, 2002 (the "Merger Agreement"),
by and among Sears, the Purchaser and Lands' End. The Merger Agreement provides
that, among other things, after the purchase of the Shares pursuant to the
Offer, subject to the satisfaction or waiver of the other conditions set forth
in the Merger Agreement and in accordance with the relevant provisions of the
Delaware General Corporation Law, as amended (the "DGCL"), the Purchaser will be
merged with and into Lands' End (the "Merger"). Following consummation of the
Merger, Lands' End will continue as the surviving corporation (the "Surviving
Corporation") and will be a wholly owned subsidiary of Sears. At the effective
time of the Merger, each Share that is then issued and outstanding (other than
the Shares owned by the Company as treasury stock and Shares owned by Sears, the
Purchaser or any other wholly owned subsidiary of Sears, all of which will be
cancelled and retired and shall cease to exist, and other than

Shares that are held by stockholders, if any, who properly exercise their
appraisal rights under the DGCL), will be converted into the right to receive
from the Surviving Corporation $62.00, net to the seller in cash, as set forth
in the Merger Agreement and described in the Offer to Purchase.

In connection with the Merger Agreement, the Purchaser and Sears have
entered into Tender Agreements, each dated as of May 12, 2002 (the "Tender
Agreements"), with certain stockholders of Lands' End (the "Tendering
Stockholders"), including the founder and Chairman of Lands' End. Pursuant to
the Tender Agreements, the Tendering Stockholders have agreed, among other
things, to tender their Shares pursuant to the Offer and to grant Sears a
purchase option on their Shares at the Offer Price which is exercisable upon the
occurrence of certain events. The Shares subject to the Tender Agreements
represent approximately 55% of the Shares issued and outstanding.

The Board of Directors of Lands' End (i) unanimously determined that
the terms of the Offer and the Merger are fair to and in the best interests of
the stockholders of Lands' End, (ii) approved the Merger Agreement and each of
the Tender Agreements and approved each of the transactions contemplated by the
Merger Agreement, including the Offer and the Merger, and the transactions
contemplated by the Tender Agreements and (iii) recommends that Lands' End
stockholders accept the Offer and tender their Shares to the Purchaser pursuant
to the Offer.

For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, the Shares validly tendered and not
properly withdrawn, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares. Payment for Shares
so accepted will be made by deposit of the Offer Price with the Depositary,
which shall act as agent for tendering stockholders for the purpose of receiving
payments from the Purchaser and transmitting such payments to the tendering
stockholders. Payment for any Shares tendered in the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Shares or
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)
and (iii) any other documents required by the Letter of Transmittal. Under no
circumstances will interest be paid on the Offer Price for Shares tendered in
the Offer, regardless of any extension of the Offer or any delay in making such
payment.

The term "Expiration Date" means 12:00 Midnight, New York City time,
on Friday, June 14, 2002, unless the Purchaser shall have extended the Offer, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, will expire. The Purchaser may
(i) without the consent of Lands' End, and must, at Lands' End request, extend
the Offer if, at the then current Expiration Date (1) there shall be any
statute, rule, regulation, legislation, judgment, order or injunction enacted or
entered which directly or indirectly prohibits the Offer, prohibits or
materially limits the ownership or operation of all or any material portion of
the business or assets of Lands' End or imposes material limitations on the
rights of ownership of Sears or the Purchaser with respect to the Shares, (2)
(A) there is any general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange or in the Nasdaq National Market, (B)
there is any declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States or (C) there is any limitation (whether
or not mandatory) by any U.S. governmental entity that materially and adversely
affects the extension of credit by banks or other lending institutions in the
United States, or (3) any applicable waiting period under the HSR Act shall not
have expired or been terminated and any material consent or approval required
from any governmental authority to consummate the Offer and the Merger shall not
have been made or obtained, (ii) without the consent of Lands' End, extend the
Offer if any of the conditions to the Offer, other than those described above in
clauses (1), (2) and (3) or the Minimum Condition, is not satisfied or waived by
the then current Expiration Date and (iii) extend the Offer on one occasion for
a period not to exceed twenty business days, if all conditions other than the
Minimum Condition are satisfied or waived by the then current Expiration Date.
In addition, the Purchaser may extend the Offer for any period required by any
rule, regulation, interpretation of the Securities and Exchange Commission or
the staff thereof applicable to the Offer. However, the Expiration Date may not
be extended in any event beyond September 30, 2002. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw such Shares.

In the Merger Agreement, Sears and the Purchaser have expressly
reserved the right to modify the terms of the Offer, except that neither Sears
nor the Purchaser may, without the prior written consent of Lands' End, make any
change to the Offer that (i) amends or waives the Minimum Condition, (ii)
decreases the Offer Price, (iii) changes the form of consideration payable in
the Offer, (iv) decreases the number of Shares sought in the Offer, (v) imposes
additional conditions or modifies any of the conditions to the Offer in a manner
adverse to the holders of the Shares, or (vi) except as otherwise described
above, extends the Offer.

The Merger Agreement also provides that if all conditions to the Offer
are satisfied or waived, but fewer than 90% of the then issued and outstanding
Shares on a fully diluted basis have been tendered and not withdrawn, together
with any Shares beneficially owned by Sears, the Purchaser or any other
subsidiary of Sears or the Purchaser, the Purchaser may, without the consent of
Lands' End, provide a subsequent offering period in accordance with Rule 14d-11
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
subsequent offering period is an additional period of time from three business
days to twenty business days in length, beginning after the Purchaser purchases
Shares tendered in the Offer, during which stockholders may tender, but not
withdraw, their Shares and receive the Offer Price.

Any extension of the period during which the Offer is open, including
any election to conduct a subsequent offering period, will be followed promptly
by public announcement thereof, not later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.

Except as otherwise provided in the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable, except that Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date
and, unless theretofore accepted for payment by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after July 15, 2002. For a withdrawal
to be effective, a written or facsimile transmission notice of withdrawal must
be timely received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase. Any such notice of withdrawal must specify
the name of the person who tendered Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder if different from the name
of the person who tendered Shares. If certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered for the account of an Eligible Institution (as defined in the
Offer to Purchase), the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution (as defined in the Offer to Purchase). If Shares have
been tendered pursuant to the procedures for book-entry transfer as described in
the Offer to Purchase, the notice of withdrawal must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with withdrawn
Shares, in which case a notice of withdrawal will be effective if delivered to
the Depositary by any method of delivery described in this paragraph. All
questions as to the form and validity (including time of receipt) of a notice of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination shall be final and binding on all parties. If the Purchaser elects
to provide a subsequent offering period, Shares tendered in such subsequent
offering period may not be withdrawn.

The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.

Lands' End has provided to the Purchaser its list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of the Shares. The Offer to Purchase, the Letter of Transmittal and other
related tender offer materials are being mailed to record holders of Shares and
will also be mailed to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholders list or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.

Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager as set forth below. Requests for copies
of the Offer to Purchase, the Letter of Transmittal and other related tender
offer materials may be directed to the Information Agent as set forth below, and
copies will also be furnished promptly at the Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons (other than the
Dealer Manager and the Information Agent) for soliciting tenders of Shares
pursuant to the Offer.

The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 290-6429

The Dealer Manager for the Offer is:

[GRAPHIC APPEARS HERE]

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-4308

May 17, 2002

EXHIBIT (a)(5)(G)

MEDIA CONTACT:
Peggy A. Palter
(847) 286-8361

FOR IMMEDIATE RELEASE:
May 17, 2002

SEARS BEGINS TENDER OFFER FOR LANDS' END

HOFFMAN ESTATES, Ill. - Sears, Roebuck and Co. (NYSE:S) today commenced a
cash offer to acquire all of the outstanding common shares of Lands' End, Inc.
(NYSE: LE) at a price of $62 per share, net to the seller in cash. The tender
offer is scheduled to expire at midnight, Eastern time, on Friday, June 14,
2002, unless extended.

The complete terms and conditions of the offer are set forth in the Offer
to Purchase, copies of which are available by contacting the information agent,
D. F. King & Co., Inc., at 800-290-6429.

Sears announced on May 13 that the company had reached an agreement with
Lands' End to acquire the direct merchant in a cash tender offer for $62 per
Lands' End share, or approximately $1.9 billion. Upon completion of the
transaction, expected in June, Lands' End will become a wholly owned subsidiary
of Sears.

Morgan Stanley is the dealer manager for the offer and Mellon Investor
Services LLC is serving as the depositary for the offer.

Sears, Roebuck and Co. is a broadline retailer with significant service and
credit businesses. In 2001, the company's annual revenue was more than $41
billion. The company offers its wide range of apparel, home and automotive
products and services to families in the U.S. through Sears stores nationwide,
including approximately 870 full-line stores. Sears also offers a variety of
merchandise and services through its Web site, sears.com.

# # #

Exhibit (d)(1)

Execution Copy

================================================================================

ACQUISITION AGREEMENT
AND AGREEMENT AND PLAN OF MERGER

by and among

SEARS, ROEBUCK AND CO.,

INLET ACQUISITION CORP.

and

LANDS' END, INC.

dated as of

May 12, 2002

===============================================================================

TABLE OF CONTENTS
-----------------
Page
----

ARTICLE I THE OFFER AND MERGER.....................................................2

SECTION 1.1       THE OFFER.......................................................2
SECTION 1.2       COMPANY ACTIONS.................................................4
SECTION 1.3       DIRECTORS.......................................................5
SECTION 1.4       THE MERGER......................................................7
SECTION 1.5       EFFECTIVE TIME..................................................7
SECTION 1.6       CLOSING.........................................................7
SECTION 1.7       EFFECTS OF THE MERGER...........................................7
SECTION 1.8       SUBSEQUENT ACTIONS..............................................8
SECTION 1.9       MERGER WITHOUT MEETING OF STOCKHOLDERS..........................8
SECTION 1.10      INFORMATION STATEMENT...........................................8

ARTICLE II CONVERSION OF SECURITIES...............................................10

SECTION 2.1       CONVERSION OF CAPITAL STOCK....................................10
SECTION 2.2       EXCHANGE OF CERTIFICATES.......................................11
SECTION 2.3       DISSENTING SHARES..............................................13
SECTION 2.4       COMPANY OPTION PLANS...........................................13

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................15

SECTION 3.1       CORPORATE EXISTENCE AND POWER..................................15
SECTION 3.2       CORPORATE AUTHORIZATION; APPROVALS.............................15
SECTION 3.3       GOVERNMENTAL AUTHORIZATION.....................................16
SECTION 3.4       NON-CONTRAVENTION..............................................16
SECTION 3.5       CAPITALIZATION.................................................17
SECTION 3.6       SUBSIDIARIES...................................................18
SECTION 3.7       PAST SEC DOCUMENTS.............................................18
SECTION 3.8       FINANCIAL STATEMENTS; LIABILITIES..............................19
SECTION 3.9       SCHEDULE 14D-9.................................................19
SECTION 3.10      ABSENCE OF CERTAIN CHANGES.....................................20
SECTION 3.11

LITIGATION.....................................................20
SECTION 3.12      TAXES..........................................................20
SECTION 3.13      COMPLIANCE WITH LAWS; LICENSES, PERMITS AND REGISTRATIONS......21
SECTION 3.14      CONTRACTS......................................................21
SECTION 3.15      EMPLOYEE BENEFIT PLANS.........................................22
SECTION 3.16      TRANSACTIONS WITH AFFILIATES...................................24
SECTION 3.17      INTELLECTUAL PROPERTY..........................................24
SECTION 3.18      REQUIRED VOTE; BOARD APPROVAL..................................25
SECTION 3.19      TITLE TO PROPERTIES; ENCUMBRANCES..............................25
SECTION 3.20      MAJOR SUPPLIERS................................................26
SECTION 3.21      FINDERS' FEES; OPINION OF COMPANY FINANCIAL ADVISOR............26
SECTION 3.22      SECTION 203 OF THE DGCL........................................26

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER.............26

SECTION 4.1       CORPORATE EXISTENCE AND POWER..................................27
SECTION 4.2       CORPORATE AUTHORIZATION; APPROVALS.............................27
SECTION 4.3       GOVERNMENTAL AUTHORIZATION.....................................27
SECTION 4.4       NON-CONTRAVENTION..............................................27
SECTION 4.5       INFORMATION IN THE OFFER DOCUMENTS.............................28
SECTION 4.6       FINANCING......................................................28

i

SECTION 4.7       PURCHASER'S OPERATIONS.........................................28
SECTION 4.8       VOTE REQUIRED..................................................28
SECTION 4.9       OWNERSHIP OF COMPANY COMMON SHARES.............................28
SECTION 4.10      FINDERS' FEES..................................................28

ARTICLE V COVENANTS...............................................................29

SECTION 5.1       INTERIM OPERATIONS OF THE COMPANY..............................29
SECTION 5.2       HSR ACT; FOREIGN ANTITRUST LAWS................................31
SECTION 5.3       ACQUISITION PROPOSALS..........................................31
SECTION 5.4       CERTAIN TAX MATTERS............................................34
SECTION 5.5       CERTAIN DELIVERIES.............................................34

ARTICLE VI COVENANTS OF PARENT AND PURCHASER......................................34

SECTION 6.1       DIRECTOR AND OFFICER LIABILITY.................................34
SECTION 6.2       EMPLOYEE BENEFITS..............................................35
SECTION 6.3       CONDUCT OF THE PURCHASER.......................................36

ARTICLE VII COVENANTS OF PURCHASER AND COMPANY....................................36

SECTION 7.1       REASONABLE BEST EFFORTS........................................36
SECTION 7.2       CERTAIN FILINGS; COOPERATION IN RECEIPT OF CONSENTS............37
SECTION 7.3       PUBLIC ANNOUNCEMENTS...........................................37
SECTION 7.4       ACCESS TO INFORMATION..........................................38
SECTION 7.5       NOTICES OF CERTAIN EVENTS......................................38
SECTION 7.6       TRANSFER TAXES.................................................38

ARTICLE VIII CONDITIONS...........................................................38

SECTION 8.1       CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.....38

ARTICLE IX TERMINATION............................................................39

SECTION 9.1       TERMINATION....................................................39
SECTION 9.2       EFFECT OF TERMINATION..........................................41
SECTION 9.3       FEES AND EXPENSES..............................................41

ARTICLE X MISCELLANEOUS...........................................................43

SECTION 10.1      WAIVERS AND AMENDMENTS.........................................43
SECTION 10.2      NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES..................43
SECTION 10.3      NOTICES........................................................43
SECTION 10.4      INTERPRETATION.................................................44
SECTION 10.5      COUNTERPARTS...................................................45
SECTION 10.6      ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES....................45
SECTION 10.7      SEVERABILITY...................................................45
SECTION 10.8      GOVERNING LAW..................................................45
SECTION 10.9      ASSIGNMENT.....................................................45
SECTION 10.10     HEADINGS.......................................................45
SECTION 10.11     SPECIFIC PERFORMANCE...........................................45

ii

DEFINED TERM                               PAGE NUMBER
------------                               -----------
Acquisition Proposal......................      33
affiliate(s)..............................      46
Agreement.................................       1
Certificate of Merger.....................       7
Certificates..............................      11
Closing...................................       8
Closing Date..............................       8
COBRA.....................................      23
Code......................................      14
Company...................................       1
Company 10-K..............................      19
Company Balance Sheet.....................      19
Company Common Shares.....................       1
Company Employee Plan.....................      23
Company Employees.........................      36
Company Financial Advisor.................      27
Company Foreign Benefit Plan..............      24
Company Intellectual Property.............      25
Company Material Adverse Effect...........      15
Company Option Plans......................      13
Company Options...........................      14
Company Preferred Shares..................      17
Company Required Governmental Consents....      16
Company Returns...........................      21
Company Stockholder Approval..............      26
Company Subsidiary........................       7
Company Tender Recommendation.............       4
DGCL......................................       1
Dissenting Shares.........................      13
Effective Time............................       8
Employee Option Plan......................      13
ERISA.....................................      22
Exchange Act..............................       2
Expiration Date...........................       2
Fully-Diluted Basis.......................       2
GAAP......................................      19
Governmental Entity.......................      12
HSR Act...................................      16
Indemnified Parties.......................      36
Independent Directors.....................       6
Information Statement.....................       9
Initial Expiration Date...................       2
IRS.......................................      23
Knowledge of Company......................      46

iii

Lien......................................      17
Merger....................................       7
Merger Consideration......................      10
Minimum Condition.........................       2
NYSE......................................      16
Offer.....................................       2
Offer Documents...........................       4
Offer Price...............................       2
Offer to Purchase.........................       2
Option Spread Payment.....................      14
Outside Date..............................       3
Parent....................................       1
Parent Financial Advisor..................      29
Parent Material Adverse Effect............      16
Parent Required Governmental Consents.....      28
Parent Subsidiary.........................       7
Past SEC Documents........................      19
Paying Agent..............................      11
person....................................      46
Post-Signing Returns......................      35
Proxy Statement...........................       9
Purchaser.................................       1
Purchaser Common Stock....................      10
Real Property.............................      26
Real Property Leases......................      26
Schedule 14D-9............................       4
Schedule TO...............................       3
SEC.......................................       3
Securities Act............................      16
Share Purchase Date.......................       5
Subsequent Offering Period................       3
Subsidiary................................       7
Superior Proposal.........................      34
Suppliers.................................      26
Surviving Corporation.....................       7
Tax.......................................      21
Tax Returns...............................      21
Taxes.....................................      21
Taxing Authority..........................      21
Tender Agreements.........................       1
Termination Fee...........................      43
Transactions..............................       1
Transfer Taxes............................      40
Triggering Person.........................      43

iv

Exhibits

Exhibit A - Conditions to the Tender Offer

Schedules

Company Disclosure Schedule

v

ACQUISITION AGREEMENT
AND AGREEMENT AND PLAN OF MERGER
--------------------------------

ACQUISITION AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this
"Agreement"), dated as of May 12, 2002, by and among Sears, Roebuck and Co.,
a New York corporation (the "Parent"), Inlet Acquisition Corp., a Delaware
corporation and a direct, wholly-owned subsidiary of the Parent (the
"Purchaser"), and Lands' End, Inc., a Delaware corporation (the "Company").

WHEREAS, this Agreement provides for the Parent to acquire the
Company by (i) causing the Purchaser to make a tender offer for all issued
and outstanding shares of common stock, par value $0.01 per share, of the
Company (referred to herein as "Company Common Shares") for $62.00 per share,
net to the seller in cash, and (ii) as promptly as practicable after the
closing of such tender offer, causing the Purchaser to merge with and into
the Company, with each then issued and outstanding Company Common Share being
converted into the same amount of cash per share as paid in the tender offer,
upon the terms and conditions set forth herein;

WHEREAS, the boards of directors of the Parent, the Purchaser and
the Company have each declared advisable and approved and adopted this
Agreement and the Merger (as defined in Section 1.4 hereof) following the
Offer in accordance with the General Corporation Law of the State of
Delaware, as amended (the "DGCL"), and upon the terms and subject to the
conditions set forth herein;

WHEREAS, the board of directors of the Company has determined that
the consideration to be paid for each Company Common Share in the Offer and
the Merger is fair to the holders of such Company Common Shares and has
resolved to recommend that the holders of such Company Common Shares accept
the Offer, tender their Company Common Shares pursuant thereto and approve
and adopt this Agreement and each of the transactions contemplated hereby,
including the Offer and the Merger (the "Transactions"), upon the terms and
subject to the conditions set forth herein; and

WHEREAS, as a condition and inducement to the Parent's and the
Purchaser's entering into this Agreement, certain stockholders of the
Company, concurrently herewith, are entering into a Tender Agreement
(collectively, the "Tender Agreements"), dated as of the date hereof, with
the Parent and the Purchaser, pursuant to which such stockholders are
agreeing, subject to the terms and conditions contained therein, to tender
the Company Common Shares held by them in the Offer.

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:

ARTICLE I

THE OFFER AND MERGER

Section 1.1  The Offer.

(a) Provided that this Agreement shall not have been terminated in
accordance with Section 9.1 and none of the events set forth in Exhibit A
hereto shall have occurred and be continuing, as promptly as practicable and
in any event within 7 business days of the date hereof, the Purchaser shall
commence (within the meaning of Rule 14d-2 under the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder
("Exchange Act")) an offer (the "Offer") to purchase all Company Common
Shares at a price of $62.00 per Company Common Share, net to the seller in
cash (such price, or the highest of any price per Company Common Share as may
be paid in the Offer, being referred to herein as the "Offer Price"). The
obligations of the Purchaser to accept for payment and to pay for Company
Common Shares validly tendered pursuant to the Offer on or prior to the
expiration of the Offer and not withdrawn shall be subject only to (i) there
being validly tendered and not withdrawn prior to the final expiration of the
Offer that number of Company Common Shares which, together with the Company
Common Shares beneficially owned by the Parent or the Purchaser or any of
their Subsidiaries, represents at least two-thirds of the Company Common
Shares then issued and outstanding on a Fully-Diluted Basis (the "Minimum
Condition") and (ii) the other conditions set forth in Exhibit A hereto. The
Offer shall be made by means of an offer to purchase (the "Offer to
Purchase") containing the terms set forth in this Agreement, the Minimum
Condition and the other conditions set forth in Exhibit A hereto.
"Fully-Diluted Basis" shall mean, as of any date, the number of Company
Common Shares issued and outstanding, together with the Company Common Shares
that may be issued by the Company pursuant to warrants, options, rights or
obligations outstanding at that date whether or not vested or then
exercisable. Unless extended in accordance with Section 1.1(b) and/or Section
1.1(c) below, the Offer shall expire 20 business days after the date of its
commencement (the "Initial Expiration Date" and, as may be extended in
accordance with Section 1.1(b) and/or Section 1.1(c) below, the "Expiration
Date").

(b) Purchaser expressly reserves the right to modify the terms of
the Offer, except that, without the prior written consent of the Company
(such consent to be authorized by the board of directors of the Company or a
duly authorized committee thereof), the Purchaser shall not (and the Parent
shall cause the Purchaser not to) (i) amend or waive the Minimum Condition,
(ii) decrease the Offer Price, (iii) change the form of consideration payable
in the Offer, (iv) decrease the number of Company Common Shares sought in the
Offer, (v) impose additional conditions or modify any of the conditions set
forth in Exhibit A hereto in any manner adverse to the holders of Company
Common Shares, or (vi) extend the Offer, except in accordance with Section
1.1(c) or the next sentence. Notwithstanding the foregoing, the Purchaser
may, without the consent of the Company, but shall, at the request of the
Company, (x) from time to time, extend the Offer if at the Initial Expiration
Date or the then current Expiration Date, as the case may be, any of the
conditions to the Offer set forth in clauses (a), (b) and (f) of Exhibit A
shall not be satisfied or waived, until such time as such conditions are
satisfied or waived; provided that if any of the conditions to the Offer set
forth in clauses (c), (d)

2

or (e) of Exhibit A shall not be satisfied or waived, the Purchaser may, but
shall not be required to, extend the Offer beyond the then current Expiration
Date; provided further, that if all conditions other than the Minimum Condition
are satisfied or waived, the Purchaser may on one occasion for a period not to
exceed 20 business days, extend the Offer beyond the then current Expiration
Date, and (y) extend the Offer for any period required by any rule, regulation,
interpretation or position of the SEC or the staff thereof applicable to the
Offer; provided however that the Expiration Date may not be so extended beyond
September 30, 2002 (the "Outside Date").

(c) As soon as practicable after the Expiration Date, assuming the
prior satisfaction or waiver of the Minimum Condition and the other
conditions of the Offer set forth in Exhibit A as contemplated hereby, the
Purchaser shall accept for payment and pay for all Company Common Shares
which have been validly tendered and not withdrawn pursuant to the Offer. The
Parent shall provide or cause to be provided to the Purchaser on a timely
basis the funds necessary to purchase all Company Common Shares that the
Purchaser becomes obligated to purchase pursuant to the Offer, and shall be
liable on a direct and primary basis for the performance by the Purchaser of
its obligations under this Agreement. If, on the Expiration Date, the Minimum
Condition has been satisfied or, with the consent of the Company, waived, and
all other conditions to the Offer have been satisfied or waived but less than
90% of the Company Common Shares then issued and outstanding on a
Fully-Diluted Basis, together with the Company Common Shares beneficially
owned by the Parent, the Purchaser and their Subsidiaries, have been validly
tendered and not withdrawn, the Purchaser may extend the Offer for a further
period of time, after it has accepted and paid for (in accordance with the
first sentence of this Section) all of the Company Common Shares tendered in
the initial offer period, by means of a subsequent offering period (a
"Subsequent Offering Period") of at least 3 but no more than 20 business days
in accordance with Rule 14d-11 under the Exchange Act to meet the objective
(which is not a condition to the Offer) that there be tendered prior to the
Expiration Date (as so extended) and not withdrawn a number of Company Common
Shares which, together with the Company Common Shares beneficially owned by
the Parent, the Purchaser and their Subsidiaries, represents at least 90% of
the then issued and outstanding Company Common Shares on a Fully-Diluted
Basis. During the Subsequent Offering Period, the Purchaser shall immediately
accept for payment and promptly pay for all Company Common Shares as they are
tendered pursuant to the Offer in accordance with Rule 14d-11 under the
Exchange Act.

(d) If this Agreement has been terminated pursuant to Section 9.1,
the Purchaser shall, and the Parent shall cause the Purchaser to, promptly
terminate the Offer without accepting any Company Common Shares for payment.

(e) As soon as practicable on the date the Offer is commenced, the
Parent and the Purchaser shall file with the United States Securities and
Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO with
respect to the Offer (together with all amendments and supplements thereto
and including the exhibits thereto, the "Schedule TO"). The Schedule TO will
include the summary term sheet required thereby and, as exhibits, the Offer
to Purchase and a form of letter of transmittal and summary advertisement and
all other ancillary offer documents (collectively, together with any
amendments and supplements thereto, the "Offer Documents"). The Parent and
the Purchaser further agree to take all steps necessary

to cause the Offer Documents to be filed with the SEC and to be disseminated to
holders of Company Common Shares, in each case as and to the extent required by
applicable federal securities laws and as contemplated hereby. Each of the
Parent, the Purchaser and the Company agrees to correct promptly any information
provided by it or on its behalf for use in the Offer Documents if and to the
extent that such information shall have become false and misleading in any
material respect and the Purchaser further agrees to take all steps necessary to
cause the Offer Documents as so corrected to be filed with the SEC and to be
disseminated to holders of Company Common Shares, in each case as and to the
extent required by applicable federal securities laws. The Company and its
counsel shall be given the opportunity to review and comment on the Offer
Documents and any amendments thereto before the filing thereof with the SEC. In
conducting the Offer, the Parent and the Purchaser shall comply in all material
respects with the provisions of the Exchange Act and any other applicable law.
In addition, the Parent and the Purchaser agree to provide the Company and its
counsel in writing with any comments, whether written or oral, that the Parent,
the Purchaser or their counsel may receive from time to time from the SEC or its
staff with respect to the Offer Documents promptly after the receipt of such
comments, and any written or oral responses thereto.

Section 1.2  Company Actions.

(a) The Company hereby represents and warrants that the board of
directors of the Company, at a meeting duly called and held, has (i)
unanimously determined that the terms of the Offer and the Merger are fair to
and in the best interests of the stockholders of the Company, (ii) approved
this Agreement and each of the Tender Agreements and approved the
Transactions and the transactions contemplated by the Tender Agreements and
(iii) subject to the proviso to Section 1.2(b), resolved to recommend that
the holders of the Company Common Shares accept the Offer (and has consented
to the inclusion of such recommendation in the Offer Documents) and tender
their Company Common Shares to the Purchaser thereunder (the "Company Tender
Recommendations") and approve and adopt this Agreement and the Merger.

(b) As promptly as practicable on the date of commencement of the
Offer, the Company shall file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 (together with all amendments and supplements
thereto and including the exhibits thereto, the "Schedule 14D-9") which shall
contain the Company Tender Recommendation; provided that the Company Tender
Recommendation need not be made or, if previously made, may be withdrawn,
modified or amended to the extent that the board of directors of the Company
shall have determined, in good faith after consultation with its legal
counsel, that the failure to take such action would be inconsistent with the
fiduciary duties of the Company's directors under applicable law (it being
agreed and understood by the parties that any withdrawal, modification or
amendment of the recommendation of the Company's board of directors shall not
alter the approval of the Company's board of directors of this Agreement, the
Tender Agreements and the Transactions for purposes of Section 203 of the
DGCL). The Company further agrees to take all steps necessary to cause the
Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of
Company Common Shares, together with the Offer Documents, in each case as and
to the extent required by applicable federal securities laws. Each of the
Company, the Parent and the Purchaser agrees to correct promptly any
information provided by it for use in the Schedule 14D-9 if and to the extent
that such information shall have become false and misleading in any

4

material respects and the Company further agrees to take all steps necessary to
cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be
disseminated to holders of the Company Common Shares, in each case as and to the
extent required by applicable federal securities laws. The Parent, the Purchaser
and their counsel shall be given an opportunity to review and comment on the
Schedule 14D-9 and any amendment thereto before it is filed with the SEC. In
addition, the Company agrees to provide the Parent, the Purchaser and their
counsel in writing with any comments, whether written or oral, that the Company
or its counsel may receive from time to time from the SEC or its staff with
respect to the Schedule 14D-9 promptly after the receipt of such comments, and
any written or oral responses thereto.

(c) In connection with the Offer, the Company will as promptly as
practicable furnish or cause to be furnished to the Purchaser mailing labels,
security position listings and any available listing or computer file
containing the names and addresses of the record holders of the Company
Common Shares as of a recent date, and shall furnish the Purchaser with such
information and assistance as the Purchaser or its agents may reasonably
request for the purpose of communicating the Offer to the record and
beneficial holders of the Company Common Shares. Subject to the same
exceptions against disclosure of Evaluation Material as contemplated by the
Confidentiality Agreement and except for such steps as are necessary to
disseminate the Offer Documents and any other documents necessary to
consummate the Transactions, the Parent and the Purchaser and each of their
affiliates, associates, partners, directors, officers, employees, agents and
advisors shall hold in confidence the information contained in any of such
labels and lists and the additional information referred to in the preceding
sentence and all extracts and summaries thereof; will use such information
only in connection with the Transactions, and, if this Agreement is
terminated, will deliver or cause to be delivered to the Company, or destroy
or cause to be destroyed (and certify such destruction to the Company), all
copies of such information then in their possession or under their control.

Section 1.3  Directors.

(a) Promptly upon the purchase of and payment for Company Common
Shares by the Parent or any of its Subsidiaries representing at least
two-thirds of the issued and outstanding Company Common Shares (the "Share
Purchase Date") and prior to the Effective Time, (i) the size of the board of
directors of the Company shall be increased to 9, (ii) all current directors
shall resign, other than 3 of the current directors who are not employees of
the Company or stockholders, affiliates, associates or employees of the
Parent or the Purchaser (as shall be designated by the board of directors of
the Company prior to the Share Purchase Date) and any other current director
who may be designated by the Parent, and (iii) a number of persons equal to
the aggregate vacancies so created shall be designated by the Parent and
shall be elected to fill the vacancies so created. The Company shall, upon
request of the Parent, use its reasonable best efforts promptly to secure the
resignations of such number of its incumbent directors as is necessary to
enable the Parent's designees to be so elected or appointed to the Company's
board of directors (and to the extent the Company is not successful in
securing all of such resignations, increase the size of the board of
directors of the Company to enable the Parent to designate at least
two-thirds of the total number of directors of the Company), and shall use
its reasonable best efforts to cause the Parent's designees to be so elected
or appointed at such time. The Company's obligations under this Section
1.3(a) shall be subject to Section 14(f) of the

5

Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly
take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order
to fulfill its obligations under this Section 1.3(a) (subject to the Parent's
timely notification to the Company of such information as is necessary to
fulfill such obligations), including mailing to stockholders (together with the
Schedule 14D-9 if the Parent has then provided the necessary information) the
information required by such Section 14(f) and Rule 14f-1 as is necessary to
enable the Parent's designees to be elected or appointed to the Company's board
of directors. The Parent or the Purchaser will supply the Company in writing and
be solely responsible for any information with respect to either of them and
their nominees, officers, directors and affiliates required by such Section
14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to
and shall not limit any rights which the Purchaser, the Parent or any of their
affiliates may have as a holder or beneficial owner of Company Common Shares as
a matter of law with respect to the election of directors of the Company or
otherwise.

(b) As provided in Section 1.3(a), following the Share Purchase Date
and prior to the Effective Time, the Company shall cause its board of
directors to have at least 3 directors who are directors on the date hereof
and who are not employed by the Company and who are not affiliates,
associates, stockholders or employees of the Parent or the Purchaser (the
"Independent Directors"); provided that if any Independent Directors cease to
be directors for any reason whatsoever, the remaining Independent Directors
(or Independent Director, if there is only one remaining) shall be entitled
to designate any other person(s) who shall not be stockholders, affiliates,
associates or employees of the Parent or any of its Subsidiaries to fill such
vacancies and such person(s) shall be deemed to be Independent Director(s)
for purposes of this Agreement (provided that the remaining Independent
Directors shall fill such vacancies as soon as practicable, but in any event
within 5 business days, and further provided that if no such Independent
Director is appointed in such time period, the Parent shall designate such
Independent Director(s)), provided further that if no Independent Director
then remains, the other directors shall designate 3 persons who shall not be
stockholders, affiliates, associates or employees of the Parent or any of its
Subsidiaries to fill such vacancies and such persons shall be deemed to be
Independent Directors for purposes of this Agreement. Following the Share
Purchase Date and prior to the Effective Time, neither the Parent nor the
Purchaser will take any action to cause any Independent Director to be
removed other than for cause. Notwithstanding anything in this Agreement to
the contrary, after the Share Purchase Date and prior to the Effective Time,
any approval by the board of directors of the Company or any other Company
action must be made at a time when there are at least 3 Independent Directors
serving on the board of directors of the Company and with the approval of at
least 8 of the 9 directors of the Company (in each case, or such other number
of directors that ensures that at least a majority of the Independent
Directors has granted such approval) in order to (i) amend or terminate this
Agreement by the Company, (ii) exercise or waive any of the Company's rights,
benefits or remedies hereunder, or (iii) take any other action of the
Company's board of directors under or in connection with this Agreement in
any manner that adversely affects the holders of Company Common Shares, as
determined by a majority of the Independent Directors. The Independent
Directors shall have the authority to retain such counsel and other advisors
at the expense of the Company as determined appropriate by any of the
Independent Directors. In addition, the Independent Directors shall have the
authority to institute any action, on behalf of the Company, to enforce
performance of this Agreement.

6

For purposes of this Agreement, "Subsidiary" means, with respect to any
person, any corporation, limited liability company, partnership, association or
other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors thereof is at the time
owned or controlled, directly or indirectly, by that person or one or more of
the other Subsidiaries of that person or a combination thereof or (ii) if a
limited liability company, partnership, association, or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by that person or one or
more Subsidiaries of that person or a combination thereof. For purposes hereof,
a person or persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association, or other business entity if
such person or persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any general partner of such partnership association or a
majority of the voting interests of the equity ownership of the limited
liability company or other business entity. "Parent Subsidiary" means a
Subsidiary of the Parent and "Company Subsidiary" means a Subsidiary of the
Company.

Section 1.4 The Merger. Subject to the terms and conditions of this
Agreement, at the Effective Time, the Company and the Purchaser shall consummate
a merger (the "Merger") pursuant to which (i) the Purchaser shall be merged with
and into the Company and the separate corporate existence of the Purchaser shall
thereupon cease, (ii) the Company shall be the successor or surviving
corporation in the Merger and shall continue to be governed by the laws of the
State of Delaware, and (iii) the separate corporate existence of the Company
with all its rights, privileges, immunities, powers and franchises shall
continue unaffected by the Merger. The corporation surviving the Merger is
sometimes hereinafter referred to as the "Surviving Corporation." The Merger
shall have the effects set forth in Section 1.7 below and the DGCL.

Section 1.5 Effective Time. The Parent, the Purchaser and the Company shall
cause (i) a certificate of merger or (ii) a certificate of ownership and merger
as contemplated hereby (in either such case, the "Certificate of Merger") to be
executed and filed on the date of the Closing (as defined in Section 1.6 hereof)
with the Secretary of State of the State of Delaware as provided in the DGCL.
The Merger shall become effective on the date and at the time when the
Certificate of Merger has been duly filed with the Secretary of State of the
State of Delaware or such later time on the date of such filing as is agreed
upon by the parties and specified in the Certificate of Merger (the "Effective
Time"); provided that the Effective Time shall not be prior to the Share
Purchase Date.

Section 1.6 Closing. The closing of the Merger (the "Closing") will take
place at 10:00 a.m., Central Standard Time on a date that shall be no later than
the third business day after satisfaction or waiver of all of the conditions
(other than conditions with respect to actions the respective parties are to
take at the Closing) set forth in Article VIII hereof (the "Closing Date"), at
the offices of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois,
unless another date or place is agreed to in writing by the parties hereto.

Section 1.7  Effects of the Merger

(a) At the Effective Time, the certificate of incorporation of the
Company shall be amended to read in its entirety as the certificate of
incorporation of the Purchaser, as in effect at the Effective Time, and as so
amended shall be the certificate of incorporation of the Surviving
Corporation (except that the name and any incorporator of the Surviving
Corporation as specified therein shall be the name and incorporator of the
Company as specified in its certificate of incorporation as of immediately
prior to the Merger).

(b) At the Effective Time, the by-laws of the Purchaser, as in
effect immediately prior to the Effective Time, shall be the by-laws of the
Surviving Corporation, except as to the name of the Surviving Corporation,
until thereafter amended in accordance with applicable law.

(c) At the Effective Time, the directors of the Purchaser
immediately prior to the Effective Time shall, from and after the Effective
Time, be the directors of the Surviving Corporation, and the officers of the
Company immediately prior to the Effective Time shall, from and after the
Effective Time, be the officers of the Surviving Corporation, in each case
until their respective successors shall have been duly elected or appointed
or qualified or until their earlier death, resignation or removal in
accordance with the Surviving Corporation's certificate of incorporation and
by-laws.

Section 1.8 Subsequent Actions. If at any time after the Effective Time the
Surviving Corporation will consider or be advised that any deeds, bills of sale,
assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of either of the Company or the Purchaser acquired or to be
acquired by the Surviving Corporation as a result of, or in connection with, the
Merger or otherwise to carry out this Agreement, the officers and directors of
the Surviving Corporation shall be authorized to execute and deliver, in the
name and on behalf of either the Company or the Purchaser, all such deeds, bills
of sale, instruments of conveyance, assignments and assurances and to take and
do, in the name and on behalf of each of such corporations or otherwise, all
such other actions and things as may be necessary or desirable to vest, perfect
or confirm any and all right, title and interest in, to and under such rights,
properties or assets in the Surviving Corporation or otherwise to carry out this
Agreement.

Section 1.9 Merger Without Meeting of Stockholders. As soon as practicable
after the Purchaser has acquired, pursuant to the Offer or otherwise, at least
90% of the then issued and outstanding Company Common Shares, the Purchaser
shall take, or cause to be taken, all necessary and appropriate action to cause
the Merger to become effective, without a meeting of stockholders of the
Company, in accordance with Section 253 of the DGCL.

Section 1.10 Information Statement.

(a) If after the consummation of the Offer and after the Subsequent
Offering Period, if any, the Merger cannot be consummated under Section 253
of the DGCL pursuant to Section 1.9, the Company, acting through its board of
directors, shall, in accordance with applicable law:

8

(i) obtain Company Stockholder Approval by written consent in
lieu of a meeting pursuant to Section 228 of the DGCL; and

(ii) promptly prepare in accordance with the rules and
regulations of the SEC and file with the SEC an information statement
relating to the Merger and this Agreement and obtain and furnish the
information required to be included by the SEC in an information statement
(the "Information Statement") and, after consultation with the Parent,
respond promptly to any comments made by the SEC with respect to the
Information Statement and cause the Information Statement to be mailed to
its stockholders;

(b) At the election of the Company, such stockholder approval may be
obtained by duly calling, giving notice of, convening and holding a special
meeting of its stockholders in accordance with Section 251(c) of the DGCL, in
which case the Company shall promptly prepare and file with the SEC a proxy
statement (a "Proxy Statement") otherwise in accordance with the foregoing
provisions relating to the Information Statement and include in the proxy
statement the recommendation of the board of directors of the Company that
stockholders of the Company vote in favor of the approval of the Merger and
the adoption of this Agreement.

(c) Each of the Parent and the Purchaser agrees that it will execute
a written consent or vote, or cause to be voted, all of the Company Common
Shares acquired by it pursuant to the Offer and otherwise then owned by it
and its Subsidiaries in favor of the approval of the Merger and the adoption
of this Agreement. In addition, each of the Parent and the Purchaser agrees
that from (and including) the Share Purchase Date through the Effective Time,
it will not sell, transfer, assign, pledge, exchange or otherwise dispose of
any Company Common Shares (including those purchased in the Offer) or rights
therein (whether acquired pursuant to the Offer or otherwise).

(d) No amendment or supplement to the Information Statement will be
made by the Company without providing the Parent with the opportunity to
review and comment thereon. The Company will advise the Parent, promptly
after it receives notice thereof, of any supplement or amendment has been
filed, or any request by the SEC for amendment of the Information Statement
(or Proxy Statement, as the case may be) or comments of the SEC thereon and
responses thereto or requests by the SEC for additional information. If at
any time prior to the Effective Time the Company or the Parent discovers any
information relating to either party, or any of their respective affiliates,
officers or directors, that should be set forth in an amendment or supplement
to the Information Statement (or Proxy Statement, as the case may be), so
that such document would not include any misstatement of a material fact or
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, the
party that discovers such information shall promptly notify the other parties
hereto and the parties shall jointly prepare an appropriate amendment or
supplement describing such information which shall be promptly filed with the
SEC and, to the extent required by law or regulation, disseminated to the
stockholders of the Company.

9

ARTICLE II

CONVERSION OF SECURITIES

Section 2.1 Conversion of Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of any
Company Common Shares or shares of common stock, par value $.01 per share, of
the Purchaser (the "Purchaser Common Stock"):

(a) Purchaser Common Stock. Each issued and outstanding share of the
Purchaser Common Stock shall be converted into and become one fully paid and
nonassessable share of common stock of the Surviving Corporation.

(b) Cancellation of Treasury Stock and the Parent-Owned Stock. All
Company Common Shares that are owned by the Company as treasury stock and any
Company Common Shares owned by the Parent, the Purchaser or any other
wholly-owned Subsidiary of the Parent shall automatically be cancelled and
retired and shall cease to exist and no consideration shall be delivered or
deliverable in exchange therefor.

(c) Conversion of Shares. Each issued and outstanding Company Common
Share (other than shares to be cancelled in accordance with Section 2.1(b)
hereof and other than Dissenting Shares (as defined in Section 2.3 hereof))
shall be converted automatically into the right to receive the Offer Price,
payable to the holder thereof in cash, without interest (the "Merger
Consideration"). From and after the Effective Time, all such Company Common
Shares shall no longer be outstanding and shall automatically be cancelled and
retired and shall cease to exist, and each holder of a certificate representing
any such shares shall cease to have any rights with respect thereto, except the
right to receive the Merger Consideration therefor upon the surrender of such
certificate in accordance with Section 2.2 hereof, without interest.

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Section 2.2 Exchange of Certificates.

(a) Paying Agent. The Parent shall designate a bank or trust company
reasonably satisfactory to the Company to act as agent for the benefit of the
holders of Company Common Shares in connection with the Merger (the "Paying
Agent") to receive the funds to which holders of Company Common Shares shall
become entitled pursuant to Section 2.1(c) hereof. Prior to the Effective Time,
the Parent or the Purchaser shall deposit, or cause to be deposited, with the
Paying Agent the aggregate Merger Consideration. For purposes of determining the
amount of Merger Consideration to be so deposited, the Parent and the Purchaser
shall assume that no stockholder of the Company will perfect any right to
appraisal of his, her or its Company Common Shares. Such funds shall be invested
by the Paying Agent as directed by the Parent or the Surviving Corporation
pending payment thereof by the Paying Agent to the holders of the Company Common
Shares; provided that such investments shall be (i) direct obligations of the
United States of America, (ii) obligations for which the full faith and credit
of the United States of America is pledged to provide for the payment of
principal and interest, or (iii) commercial paper rated the highest quality by
either Moody's Investors Services, Inc. or Standard & Poor's Corporation;
provided further that no loss thereon or thereof shall affect the amounts
payable to holders of Company Common Shares pursuant to Section 2.1(c). Earnings
from such investments shall be the sole and exclusive property of the Parent and
the Surviving Corporation, and no part of such earnings shall accrue to the
benefit of holders of Company Common Shares.

(b) Exchange Procedures. Promptly after the Effective Time, the Parent
shall instruct the Paying Agent to mail to each holder of record of a
certificate or certificates, which immediately prior to the Effective Time
represented issued and outstanding Company Common Shares (the "Certificates"),
whose shares were converted pursuant to Section 2.1 hereof into the right to
receive the Merger Consideration (i) a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to the Paying
Agent and shall be in such form and have such other provisions as are reasonable
and customary in transactions such as the Merger) and (ii) instructions for use
in effecting the surrender of the Certificates in exchange for payment of the
Merger Consideration. Upon surrender of a Certificate for cancellation to the
Paying Agent or to such other agent or agents as may be appointed by the Parent,
together with such letter of transmittal, duly executed and completed, and such
other documents as may reasonably and customarily be required by the Paying
Agent, the holder of such Certificate shall be entitled to receive in exchange
therefor the Merger Consideration for each Company Common Share formerly
represented by such Certificate and the Certificate so surrendered shall
forthwith be cancelled. If payment of the Merger Consideration is to be made to
a person other than the person in whose name the surrendered Certificate is
registered, it shall be a condition of payment that the Certificate so
surrendered shall be properly endorsed or shall be otherwise in proper form for
transfer and that the person requesting such payment shall have paid any
transfer and other taxes required by reason of the payment of the Merger
Consideration to a person other than the registered holder of the Certificate
surrendered or shall have established to the satisfaction of the Surviving
Corporation that such tax either has been paid or is not payable. Until
surrendered as contemplated by this Section 2.2, each Certificate (other than
Certificates representing shares to be cancelled in accordance with Section
2.1(b) and Dissenting Shares) shall be deemed at any

11

time after the Effective Time to represent only the right to receive upon such
surrender the Merger Consideration in cash as contemplated by this Section 2.2,
without interest thereon. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit (in a form reasonably satisfactory to
the Purchaser) of that fact by the person claiming such Certificate to be lost,
stolen or destroyed, the Paying Agent will issue, in each case, in exchange for
such affidavit, the appropriate amount of Merger Consideration deliverable in
respect thereof as determined in accordance with Section 2.1; provided that the
person to whom the Merger Consideration is paid shall, as a condition precedent
to the payment thereof, upon the request of Purchaser or Parent indemnify the
Surviving Corporation and the Parent in a manner reasonably satisfactory to them
(by the posting by such person of such bond and security as the Surviving
Corporation and the Parent may reasonably request) against any claim that may be
made against the Surviving Corporation and the Parent with respect to the
Certificate claimed to have been lost, stolen or destroyed.

(c) Transfer Books; No Further Ownership Rights in Company Common
Shares. At the Effective Time, the stock transfer books of the Company shall
be closed and thereafter there shall be no further registration of transfers
of Company Common Shares on the records of the Company. From and after the
Effective Time, the holders of Certificates evidencing ownership of Company
Common Shares issued and outstanding immediately prior to the Effective Time
shall cease to have any rights with respect to such Company Common Shares,
except as otherwise provided for herein or by applicable law. If, after the
Effective Time, Certificates are presented to the Surviving Corporation for
any reason, they shall be cancelled and exchanged as provided in this Article
II. The Merger Consideration paid upon the surrender of Certificates in
accordance with the terms of this Section 2.2 shall be deemed to have been
paid in full satisfaction of all rights pertaining to the Company Common
Shares theretofore represented by such Certificates.

(d) Termination of Deposit; No Liability. At any time following
6 months after the Effective Time, the Surviving Corporation shall be entitled
to require the Paying Agent to deliver to it on demand any funds (including any
interest received with respect thereto) which had been made available to the
Paying Agent and which have not been disbursed (or of which disbursement is not
pending subject only to the Paying Agent's routine administrative procedures) to
holders of Certificates, and thereafter such holders shall be entitled to look
only to the Surviving Corporation (subject to abandoned property, escheat or
other similar laws) for payment of the Merger Consideration in respect of their
Certificates, without any interest thereon. Notwithstanding the foregoing,
neither the Surviving Corporation nor the Paying Agent shall be liable to any
holder of a Certificate for Merger Consideration delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law. Any
amounts remaining unclaimed by any holder of Company Common Shares immediately
prior to such time when such amounts would otherwise escheat to or become the
property of any federal, state or local governmental authority, any
transgovernmental authority or any court, administrative or regulatory agency or
commission or other governmental authority or agency, domestic or foreign (each,
a "Governmental Entity"), shall, to the extent permitted by applicable laws,
become the property of the Surviving Corporation, free and clear of all claims
or interest of any person previously entitled thereto.

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(e) Withholding Rights. Each of the Surviving Corporation, the
Paying Agent and the Parent shall be entitled to deduct and withhold from the
Merger Consideration otherwise payable hereunder to any person such amounts
as it is required to deduct and withhold with respect to the making of such
payment under any provision of Federal, state, local or foreign tax law. To
the extent that amounts are so deducted and withheld and paid to the
appropriate governmental authority, such deducted and withheld amounts shall
be treated for all purposes of this Agreement as having been paid to such
holders in respect of which such deduction and withholding was made.

Section 2.3  Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary,
Company Common Shares issued and outstanding immediately prior to the
Effective Time and held by a holder who has not voted in favor of the Merger
or consented thereto in writing and who has complied with all of the relevant
provisions of Section 262 of the DGCL ("Dissenting Shares") shall not be
converted into a right to receive the Merger Consideration, unless such
holder fails to perfect or withdraws or otherwise loses his or her right to
appraisal in accordance with Section 262 of the DGCL. A holder of Dissenting
Shares shall be entitled to receive payment of the appraised value of such
Company Common Shares held by him, her or it in accordance with the
provisions of Section 262 of the DGCL, unless, after the Effective Time, such
holder fails to perfect or withdraws or loses his or her right to appraisal
in accordance with Section 262 of the DGCL, in which case such Company Common
Shares shall be converted into and represent only the right to receive the
Merger Consideration, without interest thereon, upon surrender of the
Certificate or Certificates representing such Company Common Shares pursuant
to Section 2.2.

(b) (i) The Company shall give the Parent prompt notice of any
written demands for appraisal of any Company Common Shares, attempted
withdrawals of such demands and any other instruments served pursuant to the
DGCL and received by the Company relating to rights of appraisal and (ii) the
Parent shall have the right to participate in and direct all negotiations and
proceedings with respect to demands for appraisal under the DGCL. Except with
the prior written consent of the Parent, the Company shall not make any
payment with respect to any demands for appraisal or settle or offer to
settle any such demands for appraisal or agree to do any of the foregoing.

Section 2.4  Company Option Plans

(a) As soon as possible following the date of this Agreement, the
board of directors of the Company and any committee administering the
Company's Stock Option Plan (the "Employee Option Plan"), and the
Non-Employee Director Stock Option Plan (collectively with the Employee
Option Plan, the "Company Option Plans") shall adopt such resolutions and/or
take such other actions as may be necessary or appropriate to effect the
provisions of this Section 2.4 and to cause the transactions contemplated by
this Section 2.4 to be exempt from the provisions of Section 16(b) of the
Exchange Act. All options outstanding under the Company Option Plans are
referred to herein as the "Company Options."

13

(b) The Parent hereby acknowledges that the transactions
contemplated by this Agreement shall (i) constitute a "Sale of the Company"
as defined in and pursuant to the Company Options, and, under the terms of
those Options, upon the consummation of the Offer, all such Company Options
shall fully vest and become exercisable, and (ii) constitute a "Sale of the
Company" as defined in and pursuant to the Employment Agreement dated as of
December 11, 1998 by and between the Company and David F. Dyer, the President
and Chief Executive Officer of the Company. As a result, the Parent and the
Company hereby acknowledge and agree that, upon the consummation of the
Offer, all conditions and restrictions with respect to the Company Options
then outstanding, including limitations on exercisability and vesting, risks
of forfeiture and conditions and restrictions requiring continued performance
of services or the meeting of any targets or milestones with respect to the
exercisability or vesting of any such the Company Options, shall immediately
lapse.

(c) Each Company Option unexercised and outstanding immediately
prior to the Effective Time shall at the Effective Time be deemed to
constitute an option to acquire, on the same terms and conditions as were
applicable under such Company Option immediately prior to the Effective Time,
the Merger Consideration. In addition, as contemplated by each of the Company
Option Plans, the committee which administers the Company Option Plans shall
make the provision for a cash payment to each holder of a Company Option
unexercised and outstanding at the Effective Time in accordance with this
subsection (c). Each Company Option unexercised and outstanding at the
Effective Time shall be cancelled as of the Effective Time in exchange for a
cash payment to the holder of the Company Option in an amount equal to the
excess of (x) the Merger Consideration multiplied by the number of Company
Common Shares purchasable pursuant to such Company Option immediately prior
to the Effective Time over (y) the aggregate exercise price for the Company
Common Shares purchasable pursuant to such Company Option immediately prior
to the Effective Time (in each case assuming such Company Option had been
fully vested and fully exercisable as of the Effective Time as contemplated
by the immediately preceding subsection), less any amounts as are required to
be deducted and withheld under the United States Internal Revenue Code of
1986, as amended (the "Code") or any provision of state or local tax law in
connection with such payment (the "Option Spread Payment"). The Company shall
make the Option Spread Payment at or promptly following the Closing by check
or wire transfer of immediately available funds as directed by the holder of
the Company Option.

(d) As of the Effective Time, the Company Option Plans shall
terminate and all rights under any provision of any other plan, program or
arrangement providing for the issuance or grant of any other interest in
respect of the capital stock of the Company or any Company Subsidiary shall
be cancelled. At and after the Effective Time, no person shall have any right
under the Company Options, the Company Option Plans or any other plan,
program or arrangement with respect to equity securities of the Surviving
Corporation or any Subsidiary thereof, except the right to receive the amount
payable under Section 2.4(c) above.

(e) Each Company Common Share granted to any employee or director of
the Company or any Company Subsidiary as compensation for services that is
subject to restrictions on ownership or transferability shall vest in full
and become fully transferable and free of restrictions not later than
immediately prior to the Effective Time.

14

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule attached
hereto (with respect to which any particular reference to a section of this
Agreement shall be deemed to be disclosed under all other articles and
sections of this Agreement to which it is readily apparent from the text that
such disclosure is relevant to such other articles and sections), the Company
represents and warrants to the Parent and the Purchaser as follows:

Section 3.1 Corporate Existence and Power. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, and has all corporate power required to carry on its business
as now conducted. The Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the character of
the property owned or leased by it or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified or in good
standing, individually or in the aggregate, would not have a Company Material
Adverse Effect. As used herein, the term "Company Material Adverse Effect" shall
mean any adverse change, effect, event, occurrence or state of facts (A)
affecting the financial condition, business, assets, properties, operations or
results of operations of the Company or any of its Subsidiaries which is
material to the Company and its Subsidiaries, taken as a whole, or (B) which
would prevent or materially impair the Company from consummating the Offer, the
Merger, and the other Transactions, which has occurred or would reasonably be
expected to occur as a result of any such change, effect, event, occurrence or
state of facts, excluding in each case (i) any changes or effects resulting from
general changes in economic and financial market conditions, (ii) changes in
conditions (including as a result of changes in laws, including without
limitation, common law, rules and regulations or the interpretations thereof)
generally applicable to the retail or catalog retail industry that are not
unique to the Company and its Subsidiaries, (iii) changes resulting from the
announcement of the transactions described in this Agreement or the identity of
the Parent or the Purchaser or from the performance of this Agreement and
compliance with the covenants set forth herein and (iv) any actions required
under this Agreement to obtain any approval or authorization under applicable
antitrust or competition laws for the consummation of the Transactions. The
Company has heretofore made available to the Parent true and complete copies of
the Company's certificate of incorporation and by-laws as currently in effect.

Section 3.2  Corporate Authorization; Approvals.

(a) The Company has the requisite corporate power and authority to
execute and deliver this Agreement and, subject to the requisite approval of
this Agreement by the holders of the issued and outstanding Company Common
Shares with respect to the Merger, if such is required by applicable law, to
consummate the Transactions. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the
Transactions have been duly authorized by all necessary corporate action on
the part of the Company, and, except for the approval of this Agreement by
the requisite holders of the issued and outstanding Company Common Shares in
the case of the Merger (if required), no other corporate action on the part
of the Company is necessary to authorize the consummation of the

15

Transactions. This Agreement has been duly executed and delivered by the
Company and, assuming that this Agreement constitutes a valid and binding
obligation of the Parent and the Purchaser, this Agreement constitutes a
valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms.

(b) The board of directors, or an appropriate committee thereof, of
the Company has taken (or will take prior to the Merger) all action necessary so
that the exemption from Section 16 under the Exchange Act which is contemplated
by Section 16b-3(e) is applicable to the disposition of Company Common Shares
and Company Options in or in connection with the Merger as contemplated by this
Agreement by all persons who are directors and/or officers of the Company.

Section 3.3 Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the Transactions require no action by or in respect of, or filing with, any
Governmental Entity, other than (a) the filing of (i) the Certificate of Merger
in accordance with the DGCL and (ii) appropriate documents with the relevant
authorities of other states or jurisdictions in which the Company or any Company
Subsidiary is qualified to do business; (b) compliance with any applicable
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act") and foreign antitrust authorities, (c) the New York
Stock Exchange (the "NYSE"); (d) compliance with any applicable requirements of
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act") and the Exchange Act; (e) such as
may be required under any applicable state securities or blue sky laws or state
takeover laws; and (f) such other consents, approvals, actions, orders,
authorizations, registrations, declarations and filings which, if not obtained
or made, would not, individually or in the aggregate, (x) have a Company
Material Adverse Effect or (y) prevent or materially impair the ability of the
Company and the Parent to consummate the Transactions (the filings and
authorizations referred to in clauses (a) through (f) being referred to
collectively as the "Company Required Governmental Consents"). As used herein,
the term "Parent Material Adverse Effect" shall mean any adverse change, effect,
event, occurrence or state of facts resulting in a material adverse change in
the ability of Parent to consummate the Offer, the Merger and other transactions
contemplated by this Agreement, which has occurred or would reasonably be
expected to occur as a result of any such change, effect, event, occurrence or
state of facts.

Section 3.4 Non-Contravention. The execution, delivery and performance by
the Company of this Agreement and the consummation by the Company of the
Transactions do not and will not (a) contravene or conflict with the Company's
certificate of incorporation or by-laws, (b) assuming that all of the Company
Required Governmental Consents are obtained, contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to the Company or any
Company Subsidiary (except that no representation or warranty is made with
respect to any antitrust statute, regulation, rule or other such restriction),
(c) constitute a default under or give rise to a right of termination,
cancellation or acceleration (with or without due notice or lapse of time or
both) of any right or obligation of the Company or any Company Subsidiary or to
a loss of any benefit or status to which the Company or any Company Subsidiary
is entitled under any

16

provision of any agreement, contract or other instrument binding upon the
Company or any Company Subsidiary or any license, franchise, permit or other
similar authorization held by the Company or any Company Subsidiary or (d)
result in the creation or imposition of any Lien (as defined below) on any asset
of the Company or any Company Subsidiary, other than, in the case of each of
(b), (c) and (d), any such items that would not, individually or in the
aggregate, (x) have a Company Material Adverse Effect or (y) prevent or
materially impair the ability of the Company and the Parent to consummate the
Transactions. As used in this Agreement, "Lien" means any mortgage, lien,
pledge, charge, claim, security interest or encumbrance of any kind; provided,
however, that the term "Lien" shall not include (i) liens for water and sewer
charges and current taxes, assessments and other governmental levies, fees or
charges not yet due and payable or being contested in good faith, (ii)
mechanics', carriers', workers', repairers', materialmen's, warehousemen's and
similar liens and (iii) purchase money liens and liens securing rental payments
under capital lease arrangements.

Section 3.5 Capitalization.

(a) The authorized capital stock of the Company consists of
160,000,000 Company Common Shares and 5,000,000 shares of preferred stock of
the Company, par value $0.01 per share (the "Company Preferred Shares"). As
of the close of business on the date hereof, (i) 30,012,942 Company Common
Shares were issued and outstanding and 10,207,646 Company Common Shares were
held in treasury and (ii) no Company Preferred Shares were issued and
outstanding or held in treasury. As of the close of business on the date
hereof, the Company Options to acquire an aggregate of 2,804,051 Company
Common Shares are outstanding under the Company Option Plans. A complete and
correct list, as of the date of the Agreement, of all outstanding Company
Options, the number of Company Common Shares subject to such Company Options,
the exercise prices and the names of the holders of each Company Option has
been provided to the Parent and is attached to the Company Disclosure
Schedule. All outstanding shares of the capital stock of the Company are, and
all shares which may be issued pursuant to the exercise of the Company
Options will be, when issued in accordance with the respective terms thereof,
duly authorized, validly issued, fully paid and non-assessable and not
subject to or issued in violation of any purchase option, call option, right
of first refusal, preemptive right, subscription right or any similar right
under any provision of the DGCL, the Company's certificate of incorporation,
the Company's by-laws or any contract to which the Company is a party or
otherwise bound.

(b) As of the date hereof, except as described in Section 3.5(a),
there are no outstanding (i) shares of capital stock or other voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company,
or (iii) options or other rights to acquire from the Company, or obligations
of the Company to issue, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of
the Company. There are no outstanding obligations of the Company or any
Company Subsidiary to repurchase, redeem or otherwise acquire any Company
Common Shares or other capital stock of the Company or any Company Subsidiary
or to provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any Company Subsidiary or other entity, other
than loans to Subsidiaries in the ordinary course of business.

17

Section 3.6  Subsidiaries.

(a) No Subsidiary of the Company is a Subsidiary that constitutes a
"significant subsidiary" of the Company within the meaning of Rule 1-02 of
Regulation S-X of the Exchange Act. The Company Disclosure Schedule sets
forth a list of all Subsidiaries of the Company and their respective
jurisdictions of incorporation or organization. All of the outstanding shares
of capital stock of, or other ownership interest in, each Subsidiary of the
Company, are owned by the Company, directly or indirectly.

(b) Each Company Subsidiary is a corporation duly incorporated,
validly existing and in good standing under the laws of its state of
incorporation, and has all corporate powers required to carry on its business
as now conducted. Each Company Subsidiary is duly qualified to do business as
a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except where the failure to be
so qualified, individually or in the aggregate, would not have a Company
Material Adverse Effect.

(c) All of the outstanding shares of capital stock of, or other
ownership interest in, each Subsidiary of the Company have been duly
authorized and validly issued and are fully paid and nonassessable. All of
the outstanding capital stock of, or other ownership interest, which is
owned, directly or indirectly, by the Company in each of its Subsidiaries is
owned free and clear of any Lien and free of any other limitation or
restriction, including any limitation or restriction on the right to vote,
sell or otherwise dispose of such capital stock or other ownership interest
(other than any of such under the Securities Act or any state securities
laws). There are no outstanding (i) securities of the Company or any of the
Company Subsidiaries convertible into or exchangeable or exercisable for
shares of capital stock or other voting securities or ownership interests in
any of the Company Subsidiaries, (ii) options, warrants or other rights to
acquire from the Company or any of the Company Subsidiaries, or obligations
of the Company or any of the Company Subsidiaries to issue, any capital
stock, voting securities or other ownership interests in, or any securities
convertible into or exchangeable or exercisable for any capital stock, voting
securities or ownership interests in, any of the Company Subsidiaries or
(iii) obligations of the Company or any of the Company Subsidiaries to
repurchase, redeem or otherwise acquire any outstanding securities of any of
the Company Subsidiaries or any capital stock of, or other ownership
interests in, any of the Company Subsidiaries. There are no other persons in
which the Company owns, of record or beneficially, any direct or indirect
equity or similar interest or any right (contingent or otherwise) to acquire
the same.

Section 3.7 Past SEC Documents. The Company has filed, in a timely manner,
all reports, filings, registration statements and other documents required to be
filed by it with the SEC after February 1, 2000 and prior to the date of this
Agreement (collectively, the "Past SEC Documents"). As of its filing date or as
amended or supplemented prior to the date hereof, each Past SEC Document
complied in all material respects with the applicable requirements of the
Securities Act and/or the Exchange Act, as the case may be. No Past SEC
Document, as of its filing date or effective date, as appropriate, contained any
untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

18

Section 3.8  Financial Statements; Liabilities.

(a) The audited consolidated financial statements of the Company
included in the Company annual report on Form 10-K for its fiscal year ended
February 1, 2002 (the "Company 10-K") fairly present in all material respects
with the applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto and fairly present, in conformity
with United States generally accepted accounting principles, consistently
applied ("GAAP") (except as may be indicated in the notes thereto), the
consolidated financial position of the Company and its Subsidiaries as of the
dates thereof and their consolidated results of operations and changes in
financial position for the respective periods then ended.

(b) There are no liabilities of the Company or any Company
Subsidiary of any kind whatsoever, whether known or unknown, asserted or
unasserted, accrued, contingent, absolute, determined, determinable or
otherwise, in each case, other than:

(i) liabilities or obligations disclosed or provided for in the
Company's consolidated balance sheet included in the Company 10-K
(including the notes thereto, the "Company Balance Sheet");

(ii) liabilities or obligations existing as of February 1, 2002
and not required to be disclosed or provided for in the Company Balance
Sheet;

(iii) liabilities or obligations under this Agreement or incurred
in connection with the Transactions;

(iv) since February 1, 2002, obligations of the Company to comply
with all applicable laws;

(v) since February 1, 2002, ordinary course obligations of the
Company and its Subsidiaries under the agreements, contracts, leases and
licenses to which they are a party; and

(vi) other liabilities or obligations incurred since February 1,
2002 which, individually or in the aggregate, would not have a Company
Material Adverse Effect.

Section 3.9 Schedule 14D-9. Neither the Schedule 14D-9, any other document
required to be filed by the Company with the SEC in connection with the Offer,
nor any information supplied by the Company for inclusion or incorporation by
reference in the Offer Documents will, at the respective times when the Schedule
14D-9, any such other filings by the Company, the Offer Documents or any
amendments or supplements thereto are filed with the SEC or are first published,
given or mailed to the Company's stockholders, as the case may be, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements made therein,
in light of the circumstances under which they are made, not misleading. The
Schedule 14D-9 when filed with the SEC will comply in all material respects with
the provisions of the applicable federal securities laws and the rules and
regulations thereunder. Notwithstanding the foregoing, the

19

Company makes no representation or warranty with respect to statements made or
incorporated by reference in any of the foregoing documents based on and in
conformity with information supplied in writing by or on behalf of the Parent or
the Purchaser for inclusion or incorporation by reference therein.

Section 3.10 Absence of Certain Changes. Since February 1, 2002, except as
otherwise expressly contemplated by this Agreement, the Company and the Company
Subsidiaries have conducted their business in the ordinary course consistent
with past practice and there has not been any damage, destruction or other
casualty loss (whether or not covered by insurance) or any action, event,
occurrence, development or state of circumstances or facts that, individually or
in the aggregate, would have a Company Material Adverse Effect. Since February
1, 2002, to the Company's Knowledge, neither the Company nor any Company
Subsidiary has taken any action other than in the ordinary course of business
which, if taken after the date hereof, would constitute a breach of any
provision set forth in Section 5.1 hereof.

Section 3.11 Litigation. As of the date of this Agreement, (i) there are
no, and to the Knowledge of the Company there are no threatened, actions, suits,
claims, litigation or other governmental or judicial proceedings or
investigations or arbitrations against the Company, its Subsidiaries or any of
their respective properties, assets or businesses, or, to the Knowledge of the
Company, any of the Company's or any Company Subsidiary's current or former
directors or officers (in their capacity as such) or any other person whom the
Company or any Subsidiary has agreed to indemnify (that would give rise to the
obligation of the Company to indemnify such person); and (ii) there are no
outstanding orders, judgments, injunctions, awards or decrees of any
Governmental Entity against the Company, its Subsidiaries, any of their
respective properties, assets or businesses, or, to the Knowledge of the
Company, any of the Company's or its Subsidiaries' current or former directors
(in their capacity as such) or officers or any other person whom the Company or
any Subsidiary has agreed to indemnify (that would give rise to the obligation
of the Company to indemnify such person).

Section 3.12  Taxes

(a) As used herein, (i) the terms "Tax" or "Taxes" mean any and all
taxes, fees, levies, duties, tariffs, imposts, assessments, and other charges
of any kind imposed by any Taxing Authority, including but not limited to any
and all federal, state, provincial, local or foreign income, gross receipts,
windfall or excess profit, employment, franchise, severance, sales, use,
value added, license, unclaimed property, customs, stamp, estimated,
withholding, or similar taxes, together with any interest, additions or
penalties with respect thereto and any interest in respect of such additions
or penalties; (ii) the term "Taxing Authority" means any Governmental Entity
responsible for the imposition or collection of any Taxes; and (iii) the term
"Tax Returns" means any and all federal, state, provincial, local or foreign
returns, reports, elections, claims for refund filings, information returns,
statements or declarations (including any amendments thereto) relating to
Taxes filed or required to be filed with any Taxing Authority.

(b) With respect to the last 7 taxable years prior to the current
taxable year: (i) all Tax Returns required to be filed with any Taxing
Authority by or with respect to the Company and the Company Subsidiaries
through the Closing (the "Company Returns") have

20

been or will be filed in accordance with all applicable laws; (ii) the Company
and the Company Subsidiaries have timely paid all Taxes shown as due with
respect to the periods covered by the Company Returns that have been so filed
and, as of the time of filing, the Company Returns correctly reflected the facts
regarding the income, business, assets, operations, activities and status of the
Company and the Company Subsidiaries (other than Taxes which are being contested
in good faith and for which adequate reserves are reflected on the Company
Balance Sheet); (iii) the Company and the Company Subsidiaries have paid or will
pay when due all estimated Taxes and other Taxes due before or at Closing with
respect to periods for which Tax Returns are not due (including because of
properly filed extensions) before or at Closing; (iv) to the Company's
Knowledge, the Company Returns are not subject to examination currently by any
Taxing Authority and no written notice has been received by the Company or any
Company Subsidiary with respect to any actual or threatened audit or examination
of any Company Return; (v) all deficiencies asserted or assessments made as a
result of the examination of the Company Returns have been paid in full or are
being contested in good faith; (vi) no waivers of the statutes of limitation
have been given with respect to any Taxes of the Company or the Company
Subsidiaries; (vii) all Taxes that the Company and the Company Subsidiaries have
been required to collect or withhold have been duly collected or withheld and
have been or will be duly paid to the proper Taxing Authority when due; (viii)
none of the Company or any Company Subsidiary has made, requested or agreed to
make, nor is required to make, any adjustment under Section 481(a) of the Code
by reason of a change in accounting method or otherwise for any taxable year;
and (ix) there are no material elections with respect to Taxes affecting the
Company or any Company Subsidiary, except, with respect to clauses (i) through
(ix) above, where the failure to take such actions would not, individually or in
the aggregate, have a Company Material Adverse Effect.

Section 3.13  Compliance with Laws; Licenses, Permits and Registrations.

(a) Neither the Company nor any Company Subsidiary is in violation
of, or has violated, any applicable provisions of any laws, statutes,
ordinances, regulations, judgments, injunctions, orders or consent decrees
(including, without limitation, any laws, statutes, ordinances, regulations,
judgments, injunctions, orders or consent decrees relating to pollution,
protection of human health, safety or the environment (collectively,
"Environmental Laws")), except for any such violations which, individually or
in the aggregate, would not have a Company Material Adverse Effect.

(b) Each of the Company and the Company Subsidiaries has all
permits, licenses, approvals, authorizations of and registrations with and
under all federal, state, local and foreign laws (including, without
limitation, under any Environmental Law), and from all Governmental Entities
required by the Company and the Company Subsidiaries to carry on their
respective businesses as currently conducted, except where the failure to
have any such permits, licenses, approvals, authorizations or registrations,
individually or in the aggregate, would not have a Company Material Adverse
Effect.

Section 3.14 Contracts. Each material lease, license, contract, agreement
or obligation to which the Company or any of its Subsidiaries is a party or by
which any of them or any of their properties may be bound is valid, binding and
enforceable and in full force and effect with

21

respect to the Company or its Subsidiaries and, to the Knowledge of the Company,
with respect to the other parties thereto, except where the failure thereof
would not have a Company Material Adverse Effect, and there are no existing
defaults thereunder with respect to the Company or any of its Subsidiaries or,
to the Company's Knowledge, the other parties thereto, except for those defaults
that would not have a Company Material Adverse Effect. Other than any agreement
among only the Company and one or more of its wholly-owned Company Subsidiaries,
neither the Company nor any of its Subsidiaries is a party to any agreement that
materially limits the ability of the Company or any of its Subsidiaries to
compete in or conduct any material line of its business or compete with any
person or in any geographic area or during any period of time.

Section 3.15  Employee Benefit Plans.

(a) Section 3.15 of the Company Disclosure Schedule contains an
accurate and complete list of (i) each "employee benefit plan" (as such term
is defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")), (ii) each employment, severance, change in
control, termination, or similar contract, plan, arrangement or policy, and
(iii) each other material employee benefit plan, program or arrangement
providing for compensation, bonuses, profit-sharing, stock option or other
stock related rights or other forms of incentive or deferred compensation,
health or medical benefits, disability benefits, life insurance and any other
paid time off programs, workers' compensation, supplemental unemployment
benefits and post-employment or retirement benefits which is maintained,
sponsored or contributed to by the Company or any of its affiliates on behalf
of any employee or former employee of the Company or any Company Subsidiary
located within the United States (each, a "Company Employee Plan").

(b) Each Company Employee Plan that is intended to be qualified
within the meaning of Section 401(a) of the Code has received a determination
from the United States Internal Revenue Service (the "IRS") that such Company
Employee Plan is qualified under Section 401(a) of the Code.

(c) Neither the Company nor any Company Subsidiary maintains,
contributes to or has any liability under or with respect to any plan subject
to Title IV of ERISA, or any "multiemployer plan" (as defined in Section
3(37) of ERISA). No asset of the Company or any Company Subsidiary is subject
to any lien under ERISA or the Code. There are no pending or, to the
Knowledge of the Company, threatened actions, suits, investigations or claims
with respect to any Company Employee Plan (other than routine claims for
benefits) which could result in material liability to the Purchaser or the
Parent, and to the Knowledge of the Company there are no facts which could
give rise to (or be expected to give rise to) any such actions, suits,
investigations or claims.

(d) In all material respects, (i) each of the Company Employee Plans
has been maintained, funded and administered, in both form and operation, in
compliance with its terms and in compliance with the applicable provisions of
ERISA, the Code and any other applicable laws, and (ii) all filings required
for the Company Employee Plans and all contributions to the Company Employee
Plans have been timely made. The Company and the Company Subsidiaries have
complied in all material respects with the health care continuation
requirements of Part 6 of

22

Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA"), and the
Company and each Company Subsidiary have no obligations under any Company
Employee Plan or otherwise to provide health, medical, dental or disability
benefits to former employees of the Company or the Company Subsidiaries or any
other person, except as specifically required by COBRA.

(e) With respect to each Company Employee Plan, the Company has made
available to the Parent and the Purchaser true, complete and correct copies
of, to the extent applicable: (i) the current plan documents and summary plan
descriptions, (ii) annual reports (Form 5500 series) filed with the IRS (with
applicable attachments) for the previous two years, (iii) financial
statements and the Company's Retiree Program actuarial valuation statements
for the previous two years and (iv) the most recent determination letter
received from the IRS.

(f) None of the Company, any Company Subsidiary, any affiliate of
the Company or any Company Subsidiary, nor to the Knowledge of the Company,
any plan fiduciary of any Company Employee Plan, has engaged in any
transaction in violation of Section 406(a) or (b) of ERISA or any "prohibited
transaction" (as defined in Section 4975(c)(1) of the Code) which would
subject the Company, the Parent, the Purchaser or the Surviving Corporation
to any material taxes, penalties or other liabilities resulting from such
prohibited transaction and, to the Knowledge of the Company, no condition
exists that would subject any of the Company, the Parent, the Purchaser or
the Surviving Corporation to any material excise penalty tax or fine related
to any Company Employee Plan.

(g) The consummation of the Transactions will not, either alone or
in combination with another event, (i) entitle any current or former
employee, director or officer of the Company or any of its Subsidiaries to
severance pay, unemployment compensation or any other payment, (ii)
accelerate the time of payment or vesting, or increase the amount of
compensation due any such employee, director or officer, or (iii) require the
immediate funding or financing of any compensation or benefits.

(h) Section 3.15 of the Company Disclosure Schedule contains an
accurate and complete list of all employee benefit plans, agreements or
arrangements applicable to employees of the Company or any of its
Subsidiaries located outside the United States of America (a "Company Foreign
Benefit Plan"). With respect to any Company Foreign Benefit Plans providing
benefits as mandated by applicable foreign laws, the Company has established
and maintained such Company Foreign Benefit Plan in accordance with such
applicable foreign laws, except where the failure to do so would not,
individually or in the aggregate, have a Company Material Adverse Effect.
With respect to any non-legally mandated Company Foreign Benefit Plan: (i)
all employer and employee contributions to such Company Foreign Benefit Plan
required by law or by the terms of such Company Foreign Benefit Plan have
been made, or, if applicable, accrued, in accordance with normal accounting
practices; (ii) the fair market value of the assets of each funded Company
Foreign Benefit Plan, the liability of each insurer for any Company Foreign
Benefit Plan funded through insurance or the book reserve established for any
Company Foreign Benefit Plan, together with any accrued contributions, is
sufficient to procure or provide for the accrued benefit obligations, as of
the Effective Time, with respect to all current and former participants in
such plan according to the actuarial assumptions and valuations most

23

recently used to determine employer contributions to such Company Foreign
Benefit Plan and no transaction contemplated by this Agreement shall cause such
assets or insurance obligations to be less than such benefit obligations; and
(iii) each Company Foreign Benefit Plan required to be registered has been
registered and has been maintained in good standing with applicable regulatory
authorities, except in the case of each of (i), (ii) and (ii), where the failure
to do so would not, individually or in the aggregate, have a Company Material
Adverse Effect.

(i) Any Company Employee Plan that is intended to satisfy the
requirements of Section 501(c)(9) of the Code has so satisfied such
requirements.

(j) Neither the Company nor any Company Subsidiary has used the
services or workers provided by third party contract labor suppliers,
temporary employees, "leased employees" (within the meaning of Section 414(n)
of the Code), or individuals who have provided services as independent
contractors in such a way that would (A) entitle such individuals to
participate in a Company Employee Plan or (B) reasonably be expected to
result in the disqualification of any of the Company Employee Plans or the
imposition of penalties or excise taxes with respect to the Company Employee
Plans by the IRS, the United States Department of Labor, the Pension Benefit
Guaranty Corporation or any other Governmental Entity.

Section 3.16 Transactions with Affiliates. Except to the extent disclosed
in the (i) Company 10-K, (ii) the proxy or information statements of the Company
dated after or used after February 1, 2002, and prior to the date hereof, and
(iii) all other reports, filings, registration statements and other documents
filed by the Company with the SEC after February 1, 2002 and prior to the date
hereof, there have been no transactions, agreements, arrangements or
understandings prior to the date hereof between the Company or its Subsidiaries,
on the one hand, and the affiliates of the Company (other than wholly-owned
Subsidiaries of the Company), on the other hand, that would be required to be
disclosed under Item 404 of Regulation S-K under the Securities Act.

Section 3.17 Intellectual Property. The Company and its Subsidiaries own or
have the right to use all Company Intellectual Property necessary to carry on
their respective businesses as currently conducted, except where, individually
or in the aggregate, such failure would not have a Company Material Adverse
Effect. As used in this Agreement, "Company Intellectual Property" means all
United States and foreign trademarks, service marks, trade names, Internet
domain names, designs, logos, slogans and general intangibles of like nature,
together with goodwill, registrations and applications relating to the
foregoing; patents, copyrights, (including registrations and applications for
any of the foregoing); computer programs, including any and all databases and
compilations, including any and all data and collections of data; trade secrets;
and any other owned by the Company and its Subsidiaries or held for use or used
in the business of the Company and its Subsidiaries as conducted as of the date
hereof, or as presently contemplated to be conducted and any licenses to use any
of the foregoing.

(a) To the Knowledge of the Company, neither the Company nor its
Subsidiaries have received written notice from any third party regarding any
actual or potential infringement or misappropriation, or other violations, by
the Company or any of its Subsidiaries

24

of any intellectual property of such third party except, where individually or
in the aggregate, such actual or potential infringement or misappropriation, or
other violations would not have a Company Material Adverse Effect;

(b) To the Knowledge of the Company, (i) neither the Company nor its
Subsidiaries have received written notice from any third party regarding any
material assertion or claim challenging the validity of any Company Intellectual
Property, and (ii) no third party is misappropriating, infringing, diluting or
violating any Company Intellectual Property, in each case, except as,
individually or in the aggregate, would not have a Company Material Adverse
Effect;

(c) All of the issued or registered material Company Intellectual
Property owned by the Company is held of record in the name of the Company or
the applicable Subsidiary free and clear of all Liens, and is not the subject of
any cancellation or reexamination proceeding or any other proceeding challenging
their extent or validity.

Section 3.18 Required Vote; Board Approval.

(a) The affirmative vote of the holders of two-thirds of the issued
and outstanding Company Common Shares (the "Company Stockholder Approval") is
the only vote of any class or series of capital stock of the Company required by
law, rule or regulation or the certificate of incorporation or the bylaws of the
Company to approve this Agreement and the Merger, in the event the Special
Meeting is required.

(b) The Company's board of directors has (i) determined that this
Agreement and the Transactions, including the Offer and the Merger, are
advisable and in the best interests of the Company and its stockholders, (ii)
approved this Agreement and the Transactions and (iii) subject to Section
1.2(a), resolved to recommend to such stockholders that they accept the Offer,
tender their Company Common Shares pursuant thereto and, in the event the
Special Meeting is required, vote in favor of adopting and approving this
Agreement and the Merger in accordance with the terms hereof.

Section 3.19 Title to Properties; Encumbrances.

(a) Section 3.19(a) of the Company Disclosure Schedule sets forth a
list of all the real property ("Real Property") which is owned in fee by the
Company or its Subsidiaries. The Company or its Subsidiaries, as the case may
be, has good, marketable and insurable title to the Real Property.

(b) The Company has heretofore made available to the Parent a true
correct and complete copy of all material leases and subleases ("Real Property
Leases") under which the Company or its Subsidiaries has the right to occupy
space, including all amendments thereto. All Real Property Leases are, in all
material respects, valid, binding and enforceable against the Company and its
Subsidiaries and, to the Company's Knowledge, the other parties thereto, in
accordance with their terms; neither the Company nor any of its Subsidiaries has
received notice of any default by the Company or any of its Subsidiaries under
any Real Property Leases which, individually or in the aggregate, would have a
Company Material Adverse Effect; there are no

25

existing defaults with respect to the Company or its Subsidiaries or, to the
Company's Knowledge, the other parties thereto or any condition or event
which with the giving of notice or lapse of time would constitute a default
by the Company or any of its Subsidiaries thereunder which, individually or
in the aggregate, would have a Company Material Adverse Effect.

(c) Neither the Company nor any Subsidiary is obligated under any
option, right of first refusal or other contractual right to purchase, acquire,
sell or dispose of the Real Property or any portion thereof or interest therein.

Section 3.20 Major Suppliers. Section 3.20 of the Company Disclosure
Schedule sets forth the ten largest suppliers of the Company in terms of costs
recognized for the purchase of products or services during the fiscal year ended
February 1, 2002 (the "Suppliers"). As of the date of this Agreement, the
Company has not received any written or oral notice from any of the Suppliers of
a plan or intent to, and to the Knowledge of the Company none of the Suppliers
plan or intend to, terminate, cancel or otherwise adversely modify its
relationship with the Company or to decrease materially or limit its products to
or services to the Company.

Section 3.21 Finders' Fees; Opinion of Company Financial Advisor.

(a) Except for Peter J. Solomon Company Limited (the "Company
Financial Advisor"), no investment banker, broker, finder or other such
intermediary has been retained by, or is authorized to act on behalf of, the
Company or any Company Subsidiary or is entitled to any fee or commission from
the Company or any of its Subsidiaries upon consummation of the Transactions.
The Company has provided the Parent with true and correct copies of all
agreements between the Company and the Company Financial Advisor.

(b) The Company has received the opinion of the Company Financial
Advisor, dated as of the date hereof, to the effect that, as of such date, the
Merger Consideration to be received by holders of Company Common Shares is fair
to such holders (other than, if applicable, the Parent and any Parent
Subsidiary) from a financial point of view.

Section 3.22 Section 203 of the DGCL. The board of directors of the Company
has taken all action necessary so that the provisions of Section 203 of the DGCL
applicable to a "business combination" (as defined in Section 203 of the DGCL)
will not apply to the Parent and the Purchaser's acquisition of beneficial
ownership of Company Common Shares pursuant to the Offer and the Merger or to
the execution, delivery or performance of this Agreement or the Tender
Agreements. Other than Section 203 of the DGCL, no state takeover or similar
statute or regulation in any jurisdiction in which the Company does business
applies or purports to apply to the Offer, the Merger, this Agreement or the
Tender Agreements, or any of the Transactions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER

Except as disclosed in the Parent Disclosure Schedule attached hereto,
the Parent and the Purchaser represent and warrant to the Company as follows:

26

Section 4.1 Corporate Existence and Power. Each of the Parent and the
Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has all
corporate powers required to carry on its business as now conducted. Each of the
Parent and the Purchaser is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the character of
the property owned or leased by it or the nature of its activities makes such
qualification necessary, except where the failure to be so qualified or in good
standing, individually or in the aggregate, would not have a Parent Material
Adverse Effect. The Parent has heretofore made available to the Company true and
complete copies of the Parent's certificate of incorporation and by-laws as
currently in effect. Since the date of its incorporation, the Purchaser has not
engaged in any activities other than in connection with or as contemplated by
this Agreement.

Section 4.2 Corporate Authorization; Approvals. The execution, delivery and
performance by the Parent and the Purchaser of this Agreement and the
consummation by the Parent and the Purchaser of the Transactions are within the
corporate powers of the Parent and the Purchaser and have been duly authorized
by all necessary corporate action. Assuming that this Agreement constitutes the
valid and binding obligation of the Company, this Agreement constitutes a valid
and binding agreement of each of the Parent and the Purchaser, enforceable in
accordance with its terms.

Section 4.3 Governmental Authorization. The execution, delivery and
performance by the Parent and the Purchaser of this Agreement and the
consummation by the Parent and the Purchaser of the Transactions require no
action by or in respect of, or filing with, any Governmental Entity, other than
(a) those set forth in clauses (a) through (e) of Section 3.3 and (b) such other
consents, approvals, actions, orders, authorizations, registrations,
declarations and filings which, if not obtained or made, would not, individually
or in the aggregate, (x) have a Parent Material Adverse Effect or (y) prevent or
materially impair the ability of the Parent and the Purchaser to consummate the
Transactions (the filings and authorizations referred to in clauses (a) and (b)
being referred to collectively as the "Parent Required Governmental Consents").

Section 4.4 Non-Contravention. The execution, delivery and performance by
the Parent and the Purchaser of this Agreement and the consummation by the
Parent and the Purchaser of the Transactions do not and will not (a) contravene
or conflict with the certificate of incorporation or by-laws of the Parent or
the certificate of incorporation or by-laws of the Purchaser, (b) assuming that
all of the Parent Required Governmental Consents are obtained, contravene or
conflict with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to the Parent
or any Parent Subsidiary, (c) constitute a default under or give rise to a right
of termination, cancellation or acceleration (with or without due notice or
lapse of time or both) of any right or obligation of the Parent or any Parent
Subsidiary or to a loss of any benefit or status to which the Parent or any
Parent Subsidiary is entitled under any provision of any material agreement,
contract or other instrument binding upon the Parent or any Parent Subsidiary or
any material license, franchise, permit or other similar authorization held by
the Parent or any Parent Subsidiary, or (d) result in the creation or imposition
of any Lien on any material asset of the Parent or any Parent Subsidiary other
than, in the case of each of (b), (c) and (d), any such items that would not,

27

individually or in the aggregate, (x) have a Parent Material Adverse Effect or
(y) prevent or materially impair the ability of the Parent or the Purchaser to
consummate the Transactions.

Section 4.5 Information in the Offer Documents. Neither the Offer
Documents, any other document required to be filed by the Parent or the
Purchaser with the SEC in connection with the Transactions, nor any information
supplied by the Parent or the Purchaser for inclusion or incorporation by
reference in the Schedule 14D-9 or Information Statement (or Proxy Statement, as
the case may be) will, at the respective times when such are filed with the SEC
and/or are first published, given or mailed to the Company's stockholders, as
the case may be, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements made therein, in light of the circumstances under which they
are made, not misleading. The Offer Documents when filed by the Purchaser with
the SEC will comply in all material respects with the provisions of the
applicable federal securities laws and the rules and regulations thereunder.
Notwithstanding the foregoing, neither the Parent nor the Purchaser makes any
representation or warranty with respect to statements made or incorporated by
reference in any of the foregoing documents based on and in conformity with
information supplied by or on behalf of the Company for inclusion or
incorporation by reference therein.

Section 4.6 Financing. At the time of execution of this Agreement,
expiration of the Offer and at the Effective Time, either the Purchaser will
have available or the Parent will make available to the Purchaser the funds
necessary to purchase all of the Company Common Shares pursuant to the Offer and
the Merger and to pay all fees and expenses in connection therewith.

Section 4.7 Purchaser's Operations. The Purchaser was formed solely for the
purpose of engaging in the Transactions and has not engaged in any business
activities or conducted any operations other than in connection with the
Transactions.

Section 4.8 Vote Required. No vote of the holders of any of the outstanding
shares of capital stock or any other securities of the Parent is necessary to
approve this Agreement or any of the Transactions.

Section 4.9 Ownership of Company Common Shares. As of the date of this
Agreement, neither the Parent nor any of its Subsidiaries (i) beneficially owns,
directly or indirectly, or (ii) is party to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of, in
case of either clause (i) or (ii), any Company Common Shares, except for the
Tender Agreement.

Section 4.10 Finders' Fees. Except for Morgan Stanley & Co. Incorporated
(the "Parent Financial Advisor"), whose fees will be paid by the Parent, there
is no investment banker, broker, finder or other intermediary who might be
entitled to any fee or commission from the Parent or any of its affiliates upon
consummation of the Transactions.

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ARTICLE V

COVENANTS

Section 5.1 Interim Operations of the Company. Except as set forth in the
Section 5.1 of the Company Disclosure Schedule or as otherwise expressly
contemplated or permitted hereby, unless otherwise approved in writing by the
Parent, which approval shall not be unreasonably withheld or delayed, from the
date hereof until the Effective Time, the Company shall, and shall cause each of
the Company Subsidiaries to, conduct its business in the ordinary course
consistent with past practice and shall use commercially reasonable efforts to
(i) preserve intact its present business organization and (ii) maintain in
effect all material foreign, Federal, state and local licenses, approvals and
authorizations, including, without limitation, all material licenses and permits
that are required for the Company or any Company Subsidiary to carry on its
business. Without limiting the generality of the foregoing, except as set forth
in the Company Disclosure Schedule or as otherwise expressly contemplated or
permitted by this Agreement, from the date hereof until the Effective Time,
without the prior written consent of the Parent, which shall not be unreasonably
withheld or delayed, the Company shall not, nor shall it permit any Company
Subsidiary to:

(a) amend its certificate of incorporation or by-laws;

(b) split, combine or reclassify any shares of capital stock of the
Company or any less-than-wholly-owned Company Subsidiary or declare, set aside
for payment or pay any dividend or make any other actual, constructive or deemed
distribution (whether in cash, stock or property or any combination thereof) in
respect of any Company Common Shares or any other Company capital stock, or
redeem, repurchase or otherwise acquire or offer to redeem, repurchase or
otherwise acquire any Company equity or equity related securities or any equity
or equity related securities of any Company Subsidiary;

(c) issue, deliver or sell or authorize the issuance, delivery or sale
of, any shares of the Company's capital stock of any class or series or any
securities convertible into or exercisable for, or any rights, warrants or
options to acquire, any such capital stock or any such convertible or
exchangeable securities, other than in connection with the issuance of Company
Common Shares upon the exercise of Company Options, the granting of Company
Options to acquire Company Common Shares in the ordinary course of business
consistent with past practice (including under the Employee Option Plan, as
proposed to be amended at the Company's 2002 annual meeting) and the issuance of
Company Common Shares in accordance with the terms of the Director Stock Grant
Plan;

(d) amend any term of any outstanding security of the Company or any
Company Subsidiary; provided that the Company may amend the Employee Option Plan
at its 2002 annual meeting as disclosed in the Company's definitive proxy
statement filed with the SEC on April 12, 2002;

(e) incur any capital expenditures or any obligations or liabilities
in respect thereof, except for those (i) contemplated by the capital expenditure
budget for the Company and

29

the Company Subsidiaries, which budget is included in or attached to the Company
Disclosure Schedule or (ii) not otherwise described in clause (i) which, in the
aggregate, do not exceed $5.0 million;

(f) acquire (whether pursuant to merger, stock or asset purchase or
otherwise) or propose to acquire in one transaction or a series of related
transactions (i) any assets (including any equity interests) outside of the
ordinary course of business or (ii) all or substantially all of the equity
interests of any person or any business or division of any person;

(g) sell, lease, encumber or otherwise dispose of any material assets,
other than (i) sales in the ordinary course of business consistent with past
practice, (ii) equipment and property no longer used in the operation of the
business of the Company and the Company Subsidiaries and (iii) assets related to
discontinued operations of the Company or any Company Subsidiary;

(h) other than with respect to contracts terminable upon no more than
90 days' notice without penalty, enter into any new contract or agreement, or
modify, amend, terminate or renew any existing contract or agreement to which
the Company or any of its Subsidiaries is a party, other than (i) in the
ordinary course of business or (ii) if the dollar value of such new contract or
agreement, or existing contract or agreement as so amended, modified, terminated
or renewed, is or would be less than $250,000 (or $2 million in the aggregate);

(i) incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of the Company or any Company Subsidiary or
guarantee any debt securities of others, except in the ordinary course of
business consistent with past practice (which shall include, without limitation,
borrowings made in the ordinary course of business under existing credit
facilities of the Company within the borrowing capacity thereunder as of the
date hereof);

(j) except in the ordinary course of business, amend, modify or
terminate any material contract, agreement or arrangement of the Company or any
Company Subsidiary, or otherwise waive, release or assign any material rights,
claims or benefits of the Company or any Company Subsidiary thereunder; provided
that the Company may amend its Employee Option Plan at its 2002 annual meeting
as disclosed in the Company's definitive proxy statement filed with the SEC on
April 12, 2002;

(k) (i) except as required by law or an agreement, policy or
arrangement existing on the date hereof, increase the amount of compensation of
any director or executive officer or make any increase in or commitment to
increase any employee health, welfare or retirement benefits, (ii) except as
required by law or a written agreement, policy or arrangement existing on the
date hereof, grant any severance or termination pay or rights to any director,
officer or employee of the Company or any Company Subsidiary, (iii) adopt any
additional Company Employee Plan or, except in the ordinary course of business
or as required by law, make any contribution to any existing such plan or (iv)
except as may be required by law, amend in any material respect any Company
Employee Plan; provided however that the Company may adopt a change in control
policy or enter into agreements providing for payments to be made by

30

the Company in connection with, among other things, a change in control of the
Company, in each case, with such employees and substantially on the terms
disclosed in Section 3.15 of the Company Disclosure Schedule; provided further
that the Company may amend its Employee Option Plan at its 2002 annual meeting
as disclosed in the Company's definitive proxy statement filed with the SEC on
April 12, 2002;

(l) change the Company's (x) methods of accounting in effect at
February 1, 2002, except as required by changes in GAAP or by Regulation S-X
of the Exchange Act, as concurred in by its independent public accountants or
(y) fiscal year;

(m) pay, discharge or satisfy any material claims, liabilities or
obligations (absolute, accrued, contingent or otherwise) other than: (i) the
payment, discharge or satisfaction in the ordinary course of business of
liabilities reflected or reserved against in the Company Balance Sheet, (ii)
those incurred in the ordinary course of business or (iii) those incurred as
otherwise permitted by this Section 5.1;

(n) except as described in Section 3.15 of the Company Disclosure
Schedule, make payments or distributions (other than normal salaries and
other compensation in the ordinary course of business consistent with past
practice) to any affiliate of the Company;

(o) except as disclosed in Section 3.4 of the Company Disclosure
Schedule, permit any insurance policy naming the Company or any of its
Subsidiaries as a beneficiary or loss payable payee to be cancelled or
terminated with notice to the Parent;

(p) knowingly do any act or omit to do any act that would result in
a breach of any representation, warranty or covenant by the Company set forth
in this Agreement or, except as permitted by Section 5.3, otherwise
materially impair or delay the ability of the Company to consummate the Offer
or the Merger; or

(q) agree, resolve, commit or publicly announce an intention to do
any of the foregoing;

provided that the limitations set forth in clauses 5.1(a) through 5.1(q)
shall not apply to any action, transaction or event occurring exclusively
between the Company and any wholly-owned Company Subsidiary or between any
wholly-owned Company Subsidiaries.

Section 5.2 HSR Act; Foreign Antitrust Laws. The Company and the Parent
shall cooperate with one another and shall take all reasonable actions necessary
to prepare and file as soon as practicable following the date hereof, but in no
event later than 10 business days after the date hereof, notifications under the
HSR Act and any foreign antitrust, investment or competition law or regulation
and to respond as promptly as practicable to any inquiries received from the
Federal Trade Commission or the Antitrust Division of the Department of Justice
or any foreign Governmental Entity for additional information or documentation
and to respond as promptly as practicable to all inquiries and requests received
from any State Attorney General or any other Governmental Entity in connection
with antitrust or competition matters.

Section 5.3 Acquisition Proposals.

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(a) The Company agrees that after the date hereof it shall not, nor
shall it permit any Company Subsidiary to, nor shall it authorize or
knowingly permit any officer, director, employee, investment banker,
attorney, accountant, agent or other advisor or representative of the Company
or any Company Subsidiary, directly or indirectly, to

(i)   solicit, initiate or knowingly facilitate or encourage the
submission of any tender or exchange offer involving the Company or any
proposal for, or indication of interest in, a merger, consolidation, stock
exchange, business combination, reorganization, recapitalization,
liquidation, dissolution or other similar transaction involving the Company
or any of its significant subsidiaries, any purchase of a material portion
(by value) of the assets of the Company and its Subsidiaries taken as a
whole or a material portion of the Company Common Shares, other than the
Transactions (an "Acquisition Proposal"),

(ii)  participate in any discussions or negotiations regarding,
or furnish to any person any information with respect to, or take any other
action knowingly to facilitate any inquiries or the making of any proposal
that constitutes, or could be reasonably expected to lead to, an
Acquisition Proposal,

(iii) grant any waiver or release under any standstill or similar
agreement with respect to any class of the Company's equity securities, or

(iv)  enter into any agreement (other than a confidentiality
agreement on customary terms and conditions) with respect to any
Acquisition Proposal or approve or recommend any Acquisition Proposal or
any agreement, understanding or arrangement relating to any Acquisition
Proposal other than in the manner contemplated by this Section 5.3;
provided that if the Company enters into such a confidentiality agreement
with respect to an Acquisition Proposal that contains provisions that are
less protective to the Company than the provisions of the confidentiality
agreement dated as of February 29, 2002, by and between the Parent and the
Company (the "Confidentiality Agreement"), the Company agrees to amend the
Confidentiality Agreement so as to provide the Parent with the benefit of
any such less protective provisions;

provided, however, that prior to the Share Purchase Date and subject to the
other provisions of this Section 5.3,

(1) in response to a written Acquisition Proposal, the Company may request
clarifications from (but not, in reliance on this subsection (1), enter into
negotiations with or furnish nonpublic information to) any third party which
makes such written Acquisition Proposal if such action is taken solely for the
purpose of obtaining information reasonably necessary for the Company to
ascertain whether such Acquisition Proposal is a Superior Proposal;

(2) the Company may take any action described in clauses (a)(ii) or
(a)(iii) of this Section in respect of any person, but only if such person
delivers an Acquisition Proposal that, in the good faith judgment of the
Company's board of directors, is a Superior Proposal and in the good faith
judgment of the Company's board of directors after consultation with its legal
counsel,

32

the failure to respond to such Acquisition Proposal would be inconsistent with
its fiduciary duties to the Company's stockholders; and

(3) the Company may enter into an agreement (other than a confidentiality
agreement, which may be entered into as contemplated by clause (a)(iv) of this
Section) regarding an Acquisition Proposal, or approve or recommend any
Acquisition Proposal, in each case, at any time after the third business day
following the Parent's receipt of written notice from the Company (i) advising
the Parent that the board of directors of the Company has received a Superior
Proposal which it intends to accept, identifying the person making such Superior
Proposal and specifying the financial and other material terms and conditions of
such Superior Proposal and (ii) inviting the Parent to propose adjustments in
the terms and conditions of this Agreement with a view to enabling the Company
to proceed with the transactions contemplated herein on such adjusted terms
(provided that the Company shall fully cooperate, and cause its legal and
financial advisors to cooperate, with the Parent in making any such
adjustments). The Company may not exercise its right to terminate this Agreement
under Section 9.1(c)(iii) and may not enter into a binding agreement with
respect to such Superior Proposal, unless prior to or concurrent with such
termination, the Company shall have paid to the Parent the Termination Fee as
contemplated by Section 9.3;

provided further that nothing contained in this Section 5.3 or elsewhere in this
Agreement shall prevent the Company's board of directors from complying with
Rule 14e-2 under the Exchange Act with respect to any Acquisition Proposal or
making any disclosure required by the fiduciary duties of the Company's
directors or by applicable law.

For purposes of this Agreement, "Superior Proposal" means a bona fide, written
Acquisition Proposal not received in violation of Section 5.3(a) that is fully
financed or reasonably capable of being fully financed and is on terms that the
board of directors of the Company determines in good faith after consultation
with its financial advisors would or is reasonably likely to result in a
transaction that, if consummated, would be more favorable to the Company's
stockholders (taking into account all such factors as the board deems relevant,
including, among other things, the identity of the offeror, the likelihood that
such transaction will be consummated and all legal, financial, regulatory and
other aspects of the proposal) than the Transactions.

(b) The Company shall cease and cause to be terminated immediately all
existing discussions or negotiations with any persons conducted heretofore with
respect to any Acquisition Proposal. The Parent acknowledges that, prior to the
date of this Agreement, the Company has solicited or caused to be solicited by
the Company Financial Advisor indications of interest and proposals for an
Acquisition Proposal.

(c) The Company shall (i) promptly (and in no event later than 2
business days after receipt of any Acquisition Proposal or inquiry) notify
the Parent after receipt by it (or its financial advisors) of any Acquisition
Proposal or any inquiries indicating that any person is considering making or
wishes to make an Acquisition Proposal, identifying such person, and the
financial and other material terms and conditions of any Acquisition Proposal
or potential Acquisition Proposal, (ii) promptly notify the Parent after
receipt of any request for nonpublic information relating to it or any of its
Subsidiaries or for access to its or any of its Subsidiaries'

33

properties, books or records by any person, that may be considering making, or
has made, an Acquisition Proposal, (iii) prior to furnishing any such written
information, the Company shall use its reasonable best efforts to provide
reasonable advance notice to the Parent that it intends to do so, (iv) promptly
provide the Parent with any nonpublic information which is given to such person
pursuant to this Section 5.3(c), and (v) promptly keep the Parent advised of the
status and the financial and other material terms and conditions of any such
Acquisition Proposal, indication or request.

Section 5.4 Certain Tax Matters. The Company agrees that after the date
hereof it:

(a) will file timely all material Tax Returns ("Post-Signing
Returns") required to be filed by it (after taking into account any
applicable extensions), timely pay all material Taxes due and payable with
respect to such Post-Signing Returns that are so filed, accrue a liability in
its books and records and financial statements in accordance with past
practice and GAAP for all Taxes payable by the Company for which no
Post-Signing Return is due prior to the Effective time; and

(b) will not make any material Tax election other than in the
ordinary course of business consistent with past practice, change any
material Tax election already made, adopt any material accounting method or
change any material accounting method relating to Taxes unless required by
GAAP, enter into any closing agreement or settle any material claim or
material assessment relating to Taxes or consent to any claim or assessment
relating to Taxes or any waiver of the statute of limitations for any such
claim or assessment.

Section 5.5 Certain Deliveries. The Company agrees that prior to 21 days
after the date hereof, it shall deliver to the Parent (a) true and complete
copies of any Company Subsidiary's constitutive documents not made available
prior to the date hereof and (b) a complete and accurate list of foreign
trademarks owned by the Company and its Subsidiaries.

ARTICLE VI

COVENANTS OF PARENT AND PURCHASER

Section 6.1 Director and Officer Liability.

(a) From and after the Effective Time, the Parent and the Surviving
Corporation jointly and severally shall indemnify, to the full extent
permitted under the DGCL, the present and former directors and officers of
the Company and its Subsidiaries (the "Indemnified Parties") in respect of
actions taken prior to and including the Effective Time in connection with
their duties as directors or officers of the Company or its Subsidiaries
(including the Transactions). Without limitation of the foregoing, in the
event any Indemnified Party becomes involved in such capacity in any action,
proceeding or investigation in connection with any matter, including the
Transactions, occurring prior to and including the Effective Time, the
Surviving Corporation, to the extent permitted and on such conditions as may
be required by the DGCL, will periodically advance expenses to such
Indemnified Party for his or her legal and

34

other out-of-pocket expenses (including the cost of any investigation and
preparation) incurred in connection therewith.

(b) For not less than six years after the Effective Time, the Parent
or the Surviving Corporation shall maintain in effect directors' and
officers' liability insurance covering the persons who are currently covered
by the existing directors' and officers' liability insurance of the Company
with respect to actions that shall have taken place prior to or at the
Effective Time, on terms and conditions (including coverage amount) no less
favorable to such persons than those in effect on the date hereof under the
existing directors' and officers' liability insurance of the Company;
provided that at the Parent's election, the Parent may meet its obligations
under this Section 6.1(b) by covering such persons under the Parent's
insurance policy or policies on the terms described in this Section 6.1(b).

(c) If the Parent or the Surviving Corporation or any of their
respective successors or assigns (i) consolidates with or merges into any
other person and shall not be the continuing or surviving corporation or
entity in such consolidation or merger or (ii) transfers all or substantially
all its properties and assets to any person, then, and in each case, proper
provision shall be made so that the successors and assigns of the Parent or
the Surviving Corporation, as the case may be, honor the indemnification and
insurance obligations set forth in this Section 6.1.

(d) The obligations of the Surviving Corporation and the Parent
under this Section 6.1 shall not be terminated or modified in such a manner
as to adversely affect any person to whom this Section 6.1 applies without
the prior written consent of such affected person.

Section 6.2 Employee Benefits.

(a) During the period commencing on the date of the Effective Time
and ending on the first anniversary thereof, the Parent shall provide (or
shall cause the Surviving Corporation to provide) employees that were
employees of the Company and the Company Subsidiaries immediately prior to
the Effective Time ("Company Employees") with salary and benefits under the
Company Employee Plans that are no less favorable in the aggregate than those
provided by the Company and the Company Subsidiaries to such employees
immediately prior to the Effective Time (including, without limitation,
benefits pursuant to qualified and nonqualified retirement plans, savings
plans, medical, dental, disability and life insurance plans and programs,
deferred compensation arrangements, bonus plans, and retiree benefit plans,
policies and arrangements), excluding any equity related compensation. Except
to the extent necessary to avoid duplication of benefits, the Parent shall
recognize (or cause to be recognized) service with the Company and the
Company Subsidiaries and any predecessor entities (and any other service
credited by the Company under similar benefit plans) for purposes of vesting.
eligibility to participate, severance and vacation accrual under employee
benefit plans or arrangements maintained by the Parent, the Surviving
Corporation or any Subsidiary of the Parent, if any, in which Company
employees are eligible to participate following the Effective Time.

35

(b) From and after the Effective Time, the Parent shall, and shall
cause the Parent Subsidiaries to, waive any pre-existing condition
limitations and credit any deductibles and out-of-pocket expenses that are
applicable and/or covered under the Company Employee Plans, and are incurred
by the employees and their beneficiaries during the portion of the calendar
year prior to participation in any employee benefit plans or arrangements
maintained by the Parent or any Parent Subsidiary.

(c) The provisions of this Section 6.2 shall not create in any
Company Employee any rights to employment or continued employment with the
Parent or the Surviving Corporation or any of their respective Subsidiaries
or affiliates.

(d) From and after the Effective Time, the Parent shall honor and
perform, and shall cause the Surviving Corporation to honor and perform, in
accordance with their respective terms, the severance, change in control and
termination programs, policies, agreements (including any change in control,
termination, severance agreements or employment agreements containing such
type of provisions) and plans of the Company or any Company Subsidiary set
forth in Section 6.2 of the Company Disclosure Schedule; provided, however,
that the foregoing shall not restrict the Parent's or the Surviving
Corporation's right to amend or terminate any such programs, policies,
agreements and plans in accordance with the terms thereof and this Section 6.2.

Section 6.3 Conduct of the Purchaser. The Parent will take all action
necessary to cause the Purchaser to perform its obligations under this Agreement
and to consummate the Merger on the terms and conditions set forth in this
Agreement.

ARTICLE VII

COVENANTS OF PURCHASER AND COMPANY

Section 7.1 Reasonable Best Efforts. Subject to the terms and conditions
hereof, each party will use reasonable best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate the
Transactions as promptly as practicable; provided that nothing in this Section
shall require the Company, the Parent or the Purchaser to take any action which
would be inconsistent with the fiduciary duties of its board of directors as
such duties would exist under applicable law in the absence of this Section;
provided further that, for these purposes, reasonable best efforts of the
Company, the Parent and/or the Purchaser shall be deemed to include, without
limitation, (i) offering to enter into, and entering into, any settlement,
undertaking, consent decree, stipulation or agreement or agreeing to any order
regarding antitrust matters in connection with any objections of any
Governmental Entity to the Transactions and (ii) offering to divest to others
and/or hold separate, and divesting or otherwise holding separate (including by
establishing a trust or otherwise), or taking any other action (or otherwise
agreeing to do any of the foregoing) with respect to, any portion of its and/or
its Subsidiaries' business, assets or properties, other than any such action
pursuant to clause(s) (i) and/or (ii) requiring any divestiture, holding
separate (including by establishing a trust or otherwise) or sale (by whatever
means) of (or any agreement to do any of the foregoing) any material assets of
any party. In

36

connection with and without limiting the foregoing, the Parent and the Company
shall (i) take all action reasonably necessary to ensure that neither Section
203 of the DGCL, nor any other state takeover statute or similar statute or
regulation (other than the Wisconsin Corporate Takeover Law) is or becomes
applicable to the Offer, the Merger, this Agreement or any of the other
Transactions and (ii) if any state takeover statute or similar statute or
regulation becomes applicable to the Offer, the Merger, this Agreement or any of
the other Transactions (including the Wisconsin Corporate Takeover Law), take
all action reasonably necessary to ensure that the Offer, the Merger and the
other Transactions may be consummated as promptly as practicable on the terms
contemplated by this Agreement and otherwise to minimize or eliminate the effect
of such statute or regulation on the Offer, the Merger and the other
Transactions. The Company, the Parent and the Purchaser shall each furnish to
one another and to one another's counsel all such information as may be required
in order to accomplish the foregoing actions.

Section 7.2 Certain Filings; Cooperation in Receipt of Consents. The
Company and the Parent shall cooperate with one another in (x) determining
whether any other action by or in respect of, or filing with, any Governmental
Entity is required, or any actions, consents, approvals or waivers are required
to be obtained from parties to any material contracts, in connection with the
consummation of the Transactions and (y) taking any such other actions,
obtaining any consents, approvals or waivers or making any filings, furnishing
information required in connection therewith and seeking promptly to obtain any
such actions, consents, approvals or waivers. Without limiting the generality of
the foregoing, the Parent and the Company shall each (i) file any notification
and report forms and related material that it may be required to file in
connection with the Transactions with the Federal Trade Commission and the
Antitrust Division of the United States Department of Justice under the HSR Act
as soon as practicable, but in no event later than 10 business days after the
date of this Agreement, (ii) use its reasonable best efforts to obtain an early
termination of the applicable waiting period, (iii) make any further filings
pursuant thereto that may be necessary, proper or advisable, (iv) make any
filings or obtain any other consents required by any foreign Governmental Entity
and (v) make all filings and obtain any other consents required by the Wisconsin
Corporate Takeover Law. Each party shall permit the other party to review any
communication given by it to, and consult with each other in advance of any
meeting or conference with, any Governmental Entity or, in connection with any
proceeding by a private party, with any other person, and to the extent
permitted by the applicable Governmental Entity or other person, give the other
party the opportunity to attend and participate in such meetings and
conferences, in each case in connection with the Transactions.

Section 7.3 Public Announcements. The parties shall consult with each other
before issuing any press release or SEC filing (including, without limitation,
the Offer Documents, the Schedule 14D-9 and the Information Statement) or making
any public statement or communication with respect to this Agreement or the
Transactions and, except as may be required by fiduciary duties, applicable law
or any listing agreement with any national securities exchange, will not issue
any such press release or SEC filing or make any such public statement or
communication prior to such consultation. The Company agrees to give reasonable
consideration to all comments provided by the Parent.

37

Section 7.4  Access to Information. From the date hereof until the
Effective Time and subject to applicable law, the Company shall (i) give to the
Parent, its counsel, financial advisors, auditors and other authorized
representatives reasonable access to its offices, properties, books and records,
(ii) furnish or make available to the Parent, its counsel, financial advisors,
auditors and other authorized representatives such financial and operating data
and other information as such persons may reasonably request and (iii) instruct
its employees, counsel, financial advisors, auditors and other authorized
representatives to cooperate with the reasonable requests of the Parent in its
investigation. Any investigation pursuant to this Section 7.4 shall be conducted
in such manner as not to interfere unreasonably with the conduct of the business
of the Company. Unless otherwise required by law, the Parent will hold, and will
cause its officers, employees, counsel, financial advisors, auditors and other
authorized representatives to hold, any nonpublic information obtained in any
such investigation in confidence in accordance with the Confidentiality
Agreement, which shall survive the execution and delivery of this Agreement. No
information or knowledge obtained in any investigation pursuant to this Section
7.4 shall affect or be deemed to modify any representation or warranty made by
the Company hereunder.

Section 7.5  Notices of Certain Events. The Company and the Parent shall
promptly notify the other of: (i) any notice or other communication from any
person alleging that the consent of such person is or may be required in
connection with the Transactions; (ii) any notice or other communication from
any Governmental Entity in connection with the Transactions; (iii) any actions,
suits, claims, investigations or proceedings commenced or, to the Knowledge of
the Company or to the knowledge of Parent, as the case may be, threatened
against, relating to or involving or otherwise affecting the Parent or any of
its Subsidiaries (including the Purchaser), on the one hand, or the Company or
any of its Subsidiaries, on the other hand, which relate to the consummation of
the Transactions; and (iv) any action, event or occurrence that would constitute
a breach of any representation, warranty, covenant or agreement of such party
set forth in this Agreement, provided that no such notification pursuant to
clause (iv) shall affect or be deemed to modify any representation or warranty
made by the party giving such notice.

Section 7.6  Transfer Taxes. The Parent and the Company shall cooperate in
the preparation, execution and filing of all returns, applications,
questionnaires or other documents regarding any real property transfer, stamp,
recording, documentary, gains, sales, use, value added, stock transfer or other
taxes and any other fees and similar taxes which become payable to any Taxing
Authority in connection with the Merger, other than withholding taxes
(collectively, the "Transfer Taxes"). Except as specifically provided in this
Agreement, from and after the Effective Time, the Parent shall pay or cause to
be paid, without deduction or withholding from any amounts payable to the
holders of Company Common Shares, all Transfer Taxes.

ARTICLE VIII

CONDITIONS

Section 8.1  Conditions to Each Party's Obligation To Effect the Merger.
The obligations of the Company, the Parent and the Purchaser to consummate the
Merger are subject to the satisfaction of the following conditions:

38

(a)  Stockholder Approval. The Company Stockholder Approval shall
have been obtained, if required by applicable law, in order to consummate the
Merger; provided however that neither the Parent nor the Purchaser may invoke
this condition if either of them or any of their respective affiliates shall
have failed to vote Company Common Shares as contemplated by this Agreement;

(b)  No Injunction. (i) No statute, rule or regulation shall have
been enacted or promulgated by any governmental authority which prohibits the
consummation of the Merger, and (ii) there shall be no judgment, decree order
or injunction of a court of competent jurisdiction in effect precluding
consummation of the Merger; provided that no party may invoke the condition
in (ii) of this Section if it or any of its affiliates shall have failed to
employ its reasonable best efforts to oppose, contest and resolve such order
or injunction; and

(c)  Purchase of Company Common Shares in Offer. The Parent, the
Purchaser or their affiliates shall have purchased Company Common Shares
pursuant to the Offer; provided that neither the Purchaser nor the Parent
shall be entitled to invoke on this condition if either of them shall have
failed to purchase Company Common Shares pursuant to the Offer in breach of
their obligations under this Agreement.

ARTICLE IX

TERMINATION

Section 9.1 Termination. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the Transactions
contemplated herein may be abandoned at any time prior to the Effective Time,
whether before or after stockholder approval thereof:

(a)  by mutual written agreement of the Parent and the Purchaser, on
the one hand, and the Company, on the other hand; provided that any such
agreement by the Company after the Share Purchase Date shall have been duly
authorized by at least 8 of the 9 directors of the Company (or such other
number of directors that ensures that at least a majority of the Independent
Directors has granted such approval) at a time when there are at least 3
Independent Directors serving on such board;

(b)  by either the Parent or the Company:

(i) if (A) the Offer terminates or expires in accordance with its
terms without any Company Common Shares being purchased therein or (B)
the Purchaser has not accepted for payment any Company Common Shares
tendered pursuant to the Offer by the Outside Date; provided however
that the right to terminate this Agreement under this Section 9.1(b)(i)
shall not be available to any party whose failure to fulfill any
obligation under this Agreement has been the cause of, or resulted in,
the failure of the Parent or the Purchaser, as the case may be, to
purchase Company Common Shares pursuant to the Offer on or prior to such
date;

39

(ii) if there is any law or regulation that makes consummation of
the Offer or Merger illegal or otherwise prohibited or if any
Governmental Entity having competent jurisdiction shall have issued an
order, decree, ruling or injunction or taken any other action, which
permanently restrains, enjoins or otherwise prohibits the acceptance for
payment of, or payment for, Company Common Shares pursuant to the Offer
or the Merger and such order, decree, ruling or injunction or other
action shall have become final and non-appealable and, prior to such
termination, the parties shall have used their reasonable best efforts
to resist, resolve or lift, as applicable, such law, regulation,
judgment, injunction, order or decree; provided that the right to
terminate this Agreement under this Section 9.1(b)(ii) shall not be
available to any party whose failure to fulfill any obligation under
this Agreement has been the cause of, or resulted in, such action or
inaction;

(c)  by the Company prior to the Share Purchase Date if:

(i)   the Parent or the Purchaser (A) fails to commence the Offer
within the number of days specified in Section 1.1(a), or (B) makes any
change to the Offer in contravention of the provisions of this
Agreement;

(ii)  (A) the representations and warranties of the Parent and/or
the Purchaser contained in Article IV of this Agreement shall not be true
and correct in any material respect either (x) as of the date referred to
in any representation or warranty which addresses matters as of a
particular date or (y) as to all other representations and warranties, as
of the date of determination, or (B) the Parent or the Purchaser materially
breaches or materially fails to perform its covenants and other agreements
contained herein; provided that, in each of the foregoing clauses (A) and
(B), such breach or failure cannot be or has not been cured in all material
respects within 30 days after the giving of written notice thereof to the
Parent or the Purchaser;

(iii) the Company enters into a definitive agreement with respect
to an Acquisition Proposal, or approves or recommends any Acquisition
Proposal, in accordance with Section 5.3; provided that the Company
makes payment of the Termination Fee in accordance with Section 9.3; or

(d)  by the Parent or the Purchaser prior to the Share Purchase Date,
if:

(i)   (A) the representations and warranties of the Company
contained in Article III of this Agreement shall not be true and correct
in any respect that causes a failure of the condition set forth in
clause (c) of Exhibit A, or (B) the Company materially breaches or
materially fails to perform its covenants or other agreements contained
herein which breach or failure cannot be or has not been cured in all
material respects, prior to the earlier of the date that is (x) thirty
(30) days after the giving of written notice thereof to the Company or
(y) two (2) business days prior to the date on which the Offer expires;

(ii)  the Company's board of directors (A) withdraws or modifies
in a manner adverse to the Parent or the Purchaser the Company Tender
Recommendation; or

40

(B) fails to reconfirm the Company Tender Recommendation within 3 business
days after receipt of a request by the Parent or the Purchaser, provided
that any such request may be made only one time within 3 business days
after notice of any of the following events (as any of the following events
may occur from time to time): (i) receipt by the Company of an Acquisition
Proposal, (ii) any material change to an existing Acquisition Proposal,
(iii) a public announcement of any transaction to acquire a material
portion of the Company Common Shares by a Person other than the Purchaser,
the Parent or any of their Subsidiaries or affiliates other than an
existing Acquisition Proposal, (iv) any extension of the Offer, and (v) any
other material event or circumstance reasonably related to the Offer;

(iii) the Company enters into a definitive agreement with respect
to an Acquisition Proposal, or approves or recommends any Acquisition
Proposal, in accordance with the provisions of Section 5.3; or

(iv)  any person or group (as defined in Section 13(d)(3) of the
Exchange Act), other than the Parent, the Purchaser, any of their
respective subsidiaries or affiliates or any person acting in concert
with the Parent, the Purchaser or any of their respective Subsidiaries
or affiliates, shall have become the beneficial owner of more than 35%
of the outstanding Company Common Shares (the "Triggering Person") on a
Fully-Diluted Basis; provided that this provision shall not apply to any
person or group that owns more than such percentage on the date hereof.

Section 9.2 Effect of Termination. If any party terminates this Agreement
pursuant to Section 9.1 above, all rights and obligations of the parties
hereunder shall terminate without any liability of any party to any other party,
except (i) for fraud or for any liability of any party then in breach and (ii)
for the obligation to pay the fees and expenses (including the Termination Fee,
if any) as contemplated by Section 9.3(b); provided that the provisions of this
Section 9.2, Section 9.3 and Article X and the second to last sentence of
Section 7.4 of this Agreement shall remain in full force and effect and survive
any termination of this Agreement.

Section 9.3 Fees and Expenses.

(a)  Except as set forth in this Section 9.3, all fees and expenses
incurred in connection herewith and the Transactions shall be paid by the
party incurring such expenses (including any HSR Act filing fees), whether or
not any of the Transactions are consummated.

(b)  The Company shall pay to the Parent a termination fee equal to
$77.5 million, plus documented out-of-pocket expenses of the Parent not to
exceed $4.0 million incurred in connection with this Agreement other than
primarily as a result of the termination of this Agreement (the "Termination
Fee"):

(i)   if this Agreement is terminated by the Company pursuant to
Section 9.1(c)(iii);

(ii)  if this Agreement is terminated by the Parent or the
Purchaser pursuant to Section 9.1(d)(ii) or Section 9.1(d)(iii);

41

(iii) if this Agreement is terminated by either the Parent, the
Purchaser or the Company pursuant to Section 9.1(b)(i), but only if (A) the
Minimum Condition was not satisfied or, with the consent of the Company, waived
and all other conditions set forth in Exhibit A were satisfied or, with the
consent of the Company, waived at the Expiration Date of the Offer, (B) after
the date hereof and prior to such termination, an Acquisition Proposal had been
publicly announced and not withdrawn or abandoned at the time of termination and
(C) within 12 months after such termination, the Company enters into a
definitive agreement with respect to any Acquisition Proposal or consummates any
Acquisition Proposal;

(iv) if this Agreement is terminated by either the Parent or the
Purchaser pursuant to Section 9.1(d)(i)(B), but only if (A) after the date
hereof and prior to such termination, an Acquisition Proposal had been publicly
announced and not withdrawn or abandoned at the time of termination and (B)
within 12 months after such termination, the Company enters into a definitive
agreement with respect to such Acquisition Proposal (or announces its intention
to do so); or

(v) if this Agreement is terminated by either the Parent or the
Purchaser pursuant to Section 9.1(d)(iv), but only if within 12 months after
such termination the Company enters into a definitive agreement with respect to
an Acquisition Proposal with the Triggering Person;

provided however that no Termination Fee shall be payable if both (A) the
Purchaser or the Parent was in willful and material breach (which for purposes
of this clause shall mean a willful breach that has a material adverse effect on
consummating the transactions contemplated hereby) of its representations,
warranties or obligations under this Agreement at the time of termination and
(B) the Company has given to the Parent or the Purchaser, as the case may be,
written notice of such willful and material breach at or prior to the time of
such termination and a reasonable opportunity to cure such breach, if curable;
provided further that in no event shall Purchaser be entitled to receive payment
of more than one Termination Fee hereunder.

(c) The Termination Fee shall be made by wire transfer of
immediately available funds to the Parent (i) in the case of a termination
described in Section 9.3(b)(i), concurrent with such termination, (ii) in the
case of a termination described in Section 9.3(b)(ii), on the next business
day following the date of termination, (iii) in the case of a termination
described in Section 9.3(b)(iii), no later than simultaneously with the
earliest to occur of the events set forth in subclause (C) of Section
9.3(b)(iii), (iv) in the case of a termination described in Section
9.3(b)(iv), no later than simultaneously with the earliest to occur of the
events set forth in subclause (B) of Section 9.3(b)(iv) and (v) in the case
of the events described in Section 9.3(b)(v), simultaneously with the Company
entering into the definitive agreement described in Section 9.3(b)(v).

(d) The Parent shall be solely responsible for payment of all
expenses relating to the preparation, printing and distribution of the Offer
Documents and the Information Statement (or Proxy Statement, as the case may
be).

42

(e) The parties hereto agree that the provisions contained in this
Section 9.3 are an integral part of the transactions contemplated by this
Agreement, that the damages resulting from termination of this Agreement
where a Termination Fee is payable are uncertain and incapable of accurate
calculation and that the amounts payable pursuant to Section 9.3(b) are
reasonable forecasts of the actual damages which may be incurred by the
parties under such circumstances. The amounts payable pursuant to Section
9.3(b) constitute liquidated damages and not a penalty and shall be the sole
monetary remedy in the event of termination of this Agreement on the bases
specified in this Section except in the event of a willful material breach by
the Company, in which case any claim for damages therefor shall be reduced by
the amount of any Termination Fee actually paid.

ARTICLE X

MISCELLANEOUS

Section 10.1 Waivers and Amendments. Subject to Section 1.3(b), at any time
prior to the Effective Time, the parties hereto, by action taken by or pursuant
to resolutions of their respective boards of directors, may (i) extend the time
for the performance of any of the obligations or other acts of the parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto, and (iii) except
for adoption of this Agreement by the stockholders of the Company, waive
compliance with any of the agreements or conditions contained herein. No failure
or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. Subject to Section 1.3(b), any provision of
this Agreement may be amended or waived prior to the Effective Time if, and only
if, such amendment or waiver is in writing and signed, in the case of an
amendment, by the Company, the Parent and the Purchaser or in the case of a
waiver, by the party against whom the waiver is to be effective.

Section 10.2 Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any schedule, instrument
or other document delivered pursuant to this Agreement shall survive the
Effective Time. This Section 10.2 shall not limit any covenant or agreement of
the parties hereto which by its terms contemplates performance after the
Effective Time.

Section 10.3 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed) or sent by an overnight courier service, such as Federal
Express, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

43

(a) if to the Parent or the Purchaser, to:

Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL  60179
Attention: Senior Vice President and General Counsel
Facsimile: (847) 286-2471

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 W. Wacker Drive
Chicago, IL  60606
Attention: Gary P. Cullen, Esq.
Facsimile: (312) 407-0411

and

(b) if to the Company, to:

Lands' End, Inc.
5 Lands' End Lane
Dodgeville, WI
Attention: Senior Legal Officer
Facsimile: (608) 935-6550

with a copy (which shall not constitute notice) to:

Kirkland & Ellis
200 East Randolph Drive
Chicago, IL  60601
Attention: Robert S. Osborne, P.C.
Facsimile: (312) 861-2200

Section 10.4 Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation". The phrases "the date of this Agreement", "the date hereof", and
terms of similar import, unless the context otherwise requires, shall be deemed
to refer to May 12, 2002. As used in this Agreement, the term "affiliate(s)"
shall have the meaning set forth in Rule l2b-2 of the Exchange Act. As used in
this Agreement, the term "Knowledge of the Company" means the actual knowledge,
after reasonable inquiry, of David F. Dyer, the President and Chief Executive
Officer, Donald R Hughes, the Executive Vice President and Chief Financial
Officer, Jeffrey A. Jones, the Chief Operating Officer, Karl A. Dahlen, Vice
President, Senior Legal Officer, and Mindy C. Meads, the Executive Vice
President of Merchandising of the Company. As used in this Agreement, the term
"person" shall mean an

44

individual, a corporation, a limited liability company, a partnership, an
association, a trust or any other entity or organization, including any
Governmental Entity.

Section 10.5 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

Section 10.6 Entire Agreement; Third Party Beneficiaries. This Agreement
(including the documents and the instruments referred to herein): (a)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) except as provided in Section 6.1 hereof is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder; provided that this Agreement shall not supersede or in any
way modify the terms of the Confidentiality Agreement, which Agreement shall
remain in full force and effect.

Section 10.7 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void, unenforceable or against its regulatory policy,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

Section 10.8 Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of Delaware, without giving effect to
any choice of law or conflict of law rules or provisions (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware.

Section 10.9 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns. Any purported transfer or
assignment in violation hereof shall be null and void.

Section 10.10 Headings. The Article, Section and paragraph headings herein
are for convenience of reference only, do not constitute part of this Agreement
and shall not be deemed to limit or otherwise affect any of the provisions
hereof.

Section 10.11 Specific Performance. Except under such circumstances as
cause a Termination Fee to be payable, (i) each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement, each
non-breaching party would be irreparably and immediately harmed and could not be
made whole by monetary damages and (ii) it is accordingly agreed that the
parties hereto (a) will waive, in any action for specific performance, the
defense of adequacy of a remedy at law and (b) shall be entitled, in addition to
any other remedy to which they may be entitled at law or in equity, to compel
specific performance of this Agreement in any action instituted in a court of
competent jurisdiction.

45

* * * * *

46

IN WITNESS WHEREOF, the Parent, the Purchaser and the Company have
caused this Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.

SEARS, ROEBUCK AND CO.

By: /s/ Alan J. Lacy
--------------------------------------------
Name:  Alan J. Lacy
Title: President and Chief Executive Officer

INLET ACQUISITION CORP.

By: /s/ Glenn R. Richter
--------------------------------------------
Name:  Glenn R. Richter
Title: President

LANDS' END, INC.

By: /s/ David F. Dyer
--------------------------------------------
Name:  David F. Dyer
Title: President and Chief
Executive Officer

47

EXHIBIT A

CONDITIONS TO THE TENDER OFFER
------------------------------

Notwithstanding any other provision of the Offer, the Purchaser
shall not be required to accept for payment or, subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange
Act (relating to the Purchaser's obligation to pay for or return tendered
Company Common Shares promptly after termination or withdrawal of the Offer),
pay for any Company Common Shares tendered pursuant to the Offer, and may
terminate or amend the Offer and may postpone the acceptance for payment of
and payment for Company Common Shares tendered (in each case, in accordance
with the Agreement), if (I) the Minimum Condition shall not have been
satisfied or, with the consent of the Company, waived after the Offer has
remained open for at least 20 business days, (II) any applicable waiting
period under the HSR Act shall not have expired or been terminated prior to
the expiration of the Offer, or (III) at any time prior to the acceptance for
payment of Company Common Shares, any of the following events shall have
occurred and be continuing:

(a) there shall have been enacted, entered, enforced or promulgated
by any Governmental Entity any statute, rule, regulation, legislation,
judgment, order or injunction, other than the routine application of the
waiting period provisions of the HSR Act, which, directly or indirectly, (i)
prohibits or makes illegal or otherwise directly or indirectly restrain or
prohibit the Offer, the acceptance for payment of, or payment for, any
Company Common Shares by the Parent or the Purchaser; (ii) prohibits or
materially limits the ownership or operation by the Company, the Parent or
any of their Subsidiaries of all or any material portion of the business or
assets of the Company or any of its Subsidiaries or compels the Company, the
Parent or any of their Subsidiaries to dispose of or hold separate all or any
material portion of the business or assets of the Company, the Parent or any
of their Subsidiaries; or (iii) imposes material limitations on the rights of
ownership of the Parent, the Purchaser or any other affiliate of the Parent
with respect to the Company Common Shares; provided that the Purchaser shall
have used its reasonable best efforts to resist, resolve, defend against or
lift, as applicable, such statute, rule, regulation, legislation, judgment,
order or injunction;

(b) there shall have occurred and continue to exist (i) any general
suspension of, or limitation on prices for, trading in securities on the New
York Stock Exchange or in the Nasdaq National Market, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States or (iii) any limitation (whether or not mandatory) by any U.S.
Governmental Entity that materially and adversely affects the extension of
credit by banks or other lending institutions in the United States;

(c) the representations and warranties of the Company contained in
Article III of this Agreement (which for these purposes shall exclude all
qualifications or exceptions relating to "materiality" and/or Company
Material Adverse Effect) shall not be true and correct, either (i) as of the
date referred to in any representation or warranty which addresses matters as
of a particular date or (ii) as to all other representations and warranties,
as of the date of determination, in either case (other than with respect to
Section 3.5, which shall be true and correct in all material respects),
except where the failure to be so true and correct would not,

individually or in the aggregate, have a Company Material Adverse Effect;
provided that such breach or failure cannot be or has not been cured in all
material respects prior to the earlier of the 30th day after the giving of
written notice thereof to the Company and the then current Expiration Date;

(d) the Company shall have failed to perform in any material respect
any obligation under this Agreement or to comply in any material respect with
any of its covenants or other obligations under this Agreement;

(e) the board of directors of the Company (or a special committee
thereof) (i) shall have withdrawn, modified or changed in a manner adverse to
the Parent and the Purchaser (including by amendment of the Schedule 14D-9)
its recommendation of the Offer, this Agreement or the Merger, (ii) shall
have recommended or announced a neutral position with respect to an
Acquisition Proposal, (iii) shall have adopted any resolution to effect the
foregoing, or (iv) fails to reconfirm the Company Tender Recommendation
within 3 business days after receipt of a request by the Parent or the
Purchaser, provided that any such request may be made only one time within 3
business days after notice of any of the following events (as any of the
following events may occur from time to time): (i) receipt by the Company of
an Acquisition Proposal, (ii) any material change to an existing Acquisition
Proposal, (iii) a public announcement of any transaction to acquire a
material portion of the Company Common Shares by a Person other than the
Purchaser, the Parent or any of their Subsidiaries or affiliates other than
an existing Acquisition Proposal, (iv) any extension of the Offer, and (v)
any other material event or circumstance reasonably related to the Offer;

(f) any applicable waiting period under the HSR Act relating to the
Offer and the Merger shall not have expired or been terminated and all
material consents, approvals and authorizations required to be obtained prior
to the consummation of the Offer and the Merger by the parties hereto from
governmental and regulatory authorities to consummate the Offer and the
Merger, shall not have been made or obtained, as the case may be;

(g) this Agreement shall have been terminated in accordance with its
terms; which, in the sole good faith judgment of the Purchaser in any such case,
makes it inadvisable to proceed with the Offer and/or such acceptance for
payment of or payment for the Company Common Shares.

The foregoing conditions are for the sole benefit of the Purchaser
and the Parent and may be asserted by the Purchaser or the Parent regardless
of the circumstances giving rise to any such condition or may be waived by
the Parent or the Purchaser in whole or in part at any time and from time to
time in the sole discretion of the Parent or the Purchaser, except that the
conditions in clause (I) and paragraph (f) above may not be waived by the
Parent or the Purchaser without the prior written consent of the Company. The
failure by the Parent or the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right; the waiver
of any such right with respect to particular facts and circumstances shall
not be deemed a waiver with respect to any other facts and circumstances; and
each such right shall be deemed an ongoing right which may be asserted at any
time and from time to time.

Exhibit (d)(2)

FORM OF TENDER AGREEMENT
------------------------

TENDER AGREEMENT (this "Agreement"), dated as of May 12, 2002, by and among
Sears, Roebuck and Co., a New York corporation ("Parent"), Inlet Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), and __________ (the "Stockholder"). Capitalized terms used and
not otherwise defined herein have the meaning set forth in the Acquisition
Agreement (the "Acquisition Agreement") dated as of the date hereof by and among
Parent, Purchaser and Lands' End, Inc., a Delaware corporation (the "Company").

WHEREAS, the Acquisition Agreement provides for Parent to acquire the
Company by (i) causing Purchaser to make a tender offer as contemplated by the
Acquisition Agreement (the "Offer") for all of the issued and outstanding shares
of common stock of the Company ("Company Common Shares") at a price of $62 per
share in cash and (ii) as promptly as practicable after the closing of the
Offer, causing Purchaser to merge with and into the Company, with each issued
and outstanding Company Common Share not owned by Purchaser being converted into
the same consideration paid per share in the Offer, subject to the terms and
conditions set forth in the Acquisition Agreement;

WHEREAS, the board of directors of the Company has adopted resolutions
approving and declaring advisable the Acquisition Agreement, this Agreement and
the other Transactions (such approvals having been made in accordance with the
Delaware General Corporation Law, including for purposes of Section 203
thereof);

WHEREAS, as an inducement to Parent and Purchaser to enter into the
Acquisition Agreement and make the Offer, the Stockholder has agreed to enter
into this Agreement;

WHEREAS, the Stockholder is the record and beneficial owner of those
Company Common Shares set forth opposite the Stockholder's name on Schedule 2(d)
attached hereto (as may be adjusted from time to time pursuant to Section 5
hereof, the "Subject Shares"); and

WHEREAS, concurrently with the execution and delivery hereof, Parent and
Purchaser are also entering into Tender Agreements in the form hereof with a
total of 9 other stockholders of the Company (the "Other Tender Agreements").

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:

Section 1. Agreements of the Stockholder.

(a) Agreement to Tender. The Stockholder hereby agrees to validly tender
promptly, and in any event no later than the fifth business day following the
commencement of the Offer, or if the Stockholder has not received the offering
materials by such time, within two business days following receipt of such
materials, pursuant to the Offer and not to withdraw any of the Subject Shares.
The Stockholder shall receive the same offer price received by the other

stockholders of the Company in the Offer with respect to the Company Common
Shares tendered by him or it. Purchaser's obligation to accept for payment and
pay for the Company Common Shares tendered in the Offer pursuant to this
Agreement is subject to all the terms and conditions of the Offer set forth in
the Acquisition Agreement and Exhibit A thereto.

(b) Stockholder Information. The Stockholder hereby agrees to permit Parent
and Purchaser to publish and disclose in the Offer Documents (as defined in the
Acquisition Agreement) and, if approval of the stockholders of the Company is
required under applicable law, a proxy or information statement, his or its
identity and ownership of Company Common Shares and the nature of his or its
commitments, arrangements and understandings under this Agreement. The
Stockholder and his or its counsel shall be given an opportunity to review and
comment on the Offer Documents and the proxy or information statement before the
filing thereof with the SEC.

(c) Block on Inconsistent Agreements or Actions. The Stockholder shall not
enter into any tender, voting or other such agreement, or grant a proxy or power
of attorney, with respect to the Subject Shares that is inconsistent with this
Agreement or otherwise take any other action with respect to the Subject Shares
that would in any way restrict, limit or interfere with the performance of his
or its obligations hereunder or the transactions contemplated hereby.

(d) No Transfer of Subject Shares. The Stockholder agrees not to transfer
(except as otherwise provided herein) record ownership or beneficial ownership
(or both) of any Subject Shares or any interest therein other than in any estate
planning transaction or to a charitable institution, family member or affiliate
where the transferee in each case agrees to comply with all of the requirements
of this Agreement with respect to the transferred Subject Shares (each a
"Permitted Transferee"). The parties hereby agree that any Permitted Transferee
shall become a "Stockholder" for all purposes hereunder. For the purposes of
this Agreement, the term "transfer" and the like means any sale, assignment,
grant, transfer, gift, pledge, creation of a Lien (as defined below) or other
disposition of any Subject Shares or any interest of any nature therein.

Section 2. Representations and Warranties of the Stockholder. The
Stock-holder hereby represents and warrants to Parent and Purchaser as follows:

(a) The Stockholder has the capacity to enter into this Agreement and the
right and power to perform his or its obligations under this Agreement. Assuming
that this Agreement constitutes the valid and binding obligation of Parent and
Purchaser, this Agreement constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.

(b) The Stockholder is not subject to or obligated under any provision of
any contract or other agreement or any law, regulation, order, judgment,
injunction or decree that would be breached (or with notice or lapse of time or
both, would result in a breach) or violated by, or conflict with, the execution,
delivery and performance of this Agreement by the Stockholder.

(c) No authorization, consent, notice or approval of, or any filing with,
any public body, court or authority is necessary for consummation by the
Stockholder of the transactions contemplated by this Agreement, other than under
the HSR Act.

(d) The Stockholder is the record and "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which meaning will apply for all purposes of this Agreement) of the
Subject Shares and has full and unrestricted power to dispose of and to vote
such Subject Shares, subject to applicable law. The Subject Shares, together
with the other Company Common Shares set forth on Schedule 2(d) attached hereto
(such other Company Common Shares, collectively, the "Excluded Shares"),
constitute all of the Company Common Shares over which , members of their
respective immediate families, or personal charitable foundations or similar
organizations founded or established by any of them (or in the case of a
stockholder that is a trust, the grantor thereof) possesses record or beneficial
ownership on the date of this Agreement. The Stockholder has the necessary and
sufficient right and authority to make the commitments contained in this
Agreement with respect to the Subject Shares. Except for the Subject Shares, any
options to acquire Company Common Shares as set forth on Schedule 2(d) and the
Excluded Shares, the Stockholder does not, directly or indirectly, beneficially
own or have any option, warrant or other right to acquire any securities of the
Company that are or may by their terms become entitled to vote or any securities
that are convertible or exchangeable into or exercisable for any securities of
the Company that are or may by their terms become entitled to vote, nor is the
Stockholder a party to or subject to any contract, commitment, arrangement,
understanding or relationship that allows or obligates him or it to vote or
acquire any securities of the Company or otherwise relates to the Subject Shares
or restricts his or its rights in the Subject Shares in any way (the "Other
Securities and Rights").

(e) The Subject Shares and the certificates representing the Subject Shares
are now and at all times during the term hereof will be held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever ("Liens")
(including any contractual restriction on the right to vote, sell or otherwise
dispose of such Subject Shares), except for any such encumbrances or proxies
arising hereunder. Upon transfer to Purchaser or Parent, as the case may be, by
Stockholder of the Subject Shares, and subject to the receipt by the Stockholder
of payment as contemplated by the Acquisition Agreement and this Agreement,
Purchaser or Parent, as the case may be, will have title to the Subject Shares,
free and clear of all Liens, other than restrictions set forth under applicable
securities laws.

(f) There is no action, suit, investigation, complaint or other proceeding
pending against the Stockholder or, to his or its knowledge, threatened against
him or it or any other person, that restricts in any material respect or
prohibits (or, if successful, would restrict or prohibit) the exercise by any
party of its rights under this Agreement or the performance by any party of its
obligations under this Agreement.

Section 3. Representations and Warranties of Parent and Purchaser. Each of
Parent and Purchaser represents and warrants to the Stockholder as follows:

(a) Such party is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation and has full
corporate power and authority to execute and deliver this Agreement and the
Acquisition Agreement.

(b) The execution and delivery by such party of this Agreement and
the Acquisition Agreement and the performance by it of its obligations under
this Agreement and the Acquisition Agreement have been duly authorized by all
necessary corporate action and do not and will not conflict with or result in a
violation pursuant to (A) any provision of its organizational documents, (B) any
material loan or credit agreement, note, mortgage, bond, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession,
franchise, license or (C) assuming that all of the Parent Required Governmental
Consents (as defined in the Acquisition Agreement) are obtained, contravene or
conflict with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to Parent or
Purchaser other than, in the case of (B) and (C) any such items that would not
individually or in the aggregate, (i) have a Parent Material Adverse Effect (as
defined in the Acquisition Agreement) or (ii) prevent or materially impair the
ability of Parent or Purchaser to consummate the transactions contemplated by
this Agreement and the Acquisition Agreement.

(c) Assuming that this Agreement constitutes the valid and binding
obligation of the Stockholder, this Agreement constitutes a valid and binding
obligation of such party, enforceable against such party in accordance with its
terms.

(d) There is no action, suit, investigation, complaint or other
proceeding pending against such party or any of its affiliates or, to the
knowledge of such party, threatened against it or any of its affiliates that
restricts in any material respect or prohibits (or, if successful, would
restrict or prohibit) the exercise by such party of its rights under this
Agreement or the performance by such party of its obligations under this
Agreement.

Section 4. Voting of Shares; Grant of Irrevocable Proxy;
Appointment of Proxy.

(a) The Stockholder hereby agrees that, during the term of this
Agreement, and solely with respect to any item described in clauses (i), (ii)
and/or (iii) of this Section 4(a), at any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the stockholders of the
Company, however called, or in connection with any written consent of the
stockholders of the Company, the Stockholder will appear at the meeting or
otherwise cause the Subject Shares to be counted as present thereat for purposes
of establishing a quorum and vote or consent (or cause to be voted or consented)
the Subject Shares (i) in favor of the Merger and the Acquisition Agreement,
(ii) against any action or agreement that would result in a breach of any
representation, warranty or covenant of the Company in the Acquisition
Agreement, and (iii) against any action or agreement which would impede, delay,
interfere with or prevent the Merger, including any other extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company and a third party or any other proposal of a third party to acquire
the Company, in each case only if such matter is presented for action at a
meeting or by written consent.

(b) The Stockholder hereby irrevocably grants to, and appoints, Parent and
any nominee thereof, solely with respect to any item described in clauses (i),
(ii) and/or (iii) of this Section 4(b), its proxy and attorney-in-fact (with
full power of substitution) during the term of this Agreement, for and in the
name, place and stead of the Stockholder, to vote the Subject Shares, or grant a
consent or approval in respect of the Subject Shares, in connection with any
meeting of the stockholders of the Company, (i) in favor of the Merger and
Acquisition Agreement, (ii) against any action or agreement that would result in
a breach of any representation, warranty or covenant of the Company in the
Acquisition Agreement, and (iii) against any action or agreement which would
impede, delay, interfere with or prevent the Merger, including any other
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company and a third party or any other proposal of a
third party to acquire the Company, in each case only if such matter is
presented for action at a meeting or by written consent.

(c) The Stockholder represents that any proxies heretofore given in respect
of the Subject Shares, if any, are not irrevocable, and that such proxies have
been revoked.

(d) The Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 4 is given in connection with the execution of the Acquisition
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. The Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and,
except as set forth in Section 10 hereof, is intended to be irrevocable in
accordance with the provisions of Section 212(e) of the DGCL.

(e) The Stockholder hereby irrevocably waives any rights of appraisal or
rights to dissent from the Merger that the Stockholder may have.

Section 5. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting Company Common Shares or the acquisition of
additional Company Common Shares or other securities or rights of the Company by
the Stockholder, through the exercise of stock options or otherwise, the number
of Subject Shares shall be adjusted appropriately, and this Agreement and the
obligations hereunder shall attach to any additional Company Common Shares or
other securities or rights of the Company issued to or acquired by the
Stockholder.

Section 6. Grant of Option.

(a) The Stockholder hereby grants to Parent an irrevocable option (the
"Option") to purchase the Subject Shares at a purchase price of $62 per Subject
Share (subject to Section 6(d) herein, the "Exercise Price"), in the manner set
forth in this Section.

(b) At any time or from time to time prior to the termination of the Option
granted hereunder in accordance with the terms of this Agreement, Parent (or its
designee) may exercise the Option, in whole but not in part, if on or after the
date hereof any corporation, partnership, individual, trust, unincorporated
association, or other entity or "person" (as defined in Section 13(d)(3) of the
Exchange Act), other than Parent, any of its "affiliates" (as defined in the

Exchange Act) or any person acting in concert with either Parent or any such
affiliate (a "Third Party"), shall have:

(i) commenced or publicly announced an intention to commence a bona
fide tender offer or exchange offer for any Company Common Shares, the
consummation of which would result in "beneficial ownership" (as defined
under the Exchange Act) by such Third Party (together with all such Third
Party's affiliates and "associates" (as such term is defined in the
Exchange Act)) of 15% or more of the then outstanding voting equity of the
Company (either on a primary or a Fully Diluted Basis);

(ii) acquired or entered into an agreement to acquire beneficial
ownership of Company Common Shares which, when aggregated with any Company
Common Shares already owned by such Third Party, its affiliates and
associates, would result in the aggregate beneficial ownership by such
Third Party, its affiliates and associates of 15% or more of the then
outstanding voting equity of the Company (either on a primary or a Fully
Diluted Basis), provided, however, that "Third Party" for purposes of this
clause (ii) shall not include any corporation, partnership, person, other
entity or group which beneficially owns more than 15% of the outstanding
voting equity of the Company (either on a primary or a Fully Diluted Basis)
as of the date hereof and that does not, after the date hereof, increase
such ownership percentage by more than an additional 3% of the outstanding
voting equity of the Company (either on a primary or Fully Diluted Basis);
or

(iii) filed a Notification and Report Form under the HSR Act,
reflecting an intent to acquire the Company or any assets or securities of
the Company;

provided that the Option shall not be exercisable if any of the events described
above were pursuant to or as a result of the compliance with Section 5.3 of the
Acquisition Agreement.

It shall be a condition to the valid exercise of the Option that Parent,
Purchaser or Parent's designee concurrently exercise in whole the option set
forth in Section 6 of each of the Other Tender Agreements.

In the event that Parent wishes to exercise the Option, Parent shall give
written notice (the "Option Notice", with the date of the Option Notice being
hereinafter called the "Notice Date") to the Stockholder specifying the place
and date (not earlier than 3 nor later than 5 business days from the Notice
Date) for closing such purchase (the "Closing"). Parent's obligation to purchase
Subject Shares upon exercise of the Option, and the Stockholder's obligation to
sell the Subject Shares upon exercise of the Option, is subject (at the election
of each of Parent or the Stockholder) to the conditions that (i) no preliminary
or permanent injunction or other order against the purchase, issuance or
delivery of the Subject Shares issued by any federal, state or foreign court of
competent jurisdiction shall be in effect (and no action or proceeding shall
have been commenced or threatened for purposes of obtaining such an injunction
or order) and (ii) any applicable waiting period under the HSR Act shall have
expired. Parent's obligation to purchase the Subject Shares upon exercise of the
Option is further subject

(at its election) to the condition that there shall have been no material breach
of the representations, warranties, covenants or agreements of the Stockholder
contained in this Agreement. Notwithstanding the foregoing, any failure by
Parent to purchase the Subject Shares upon exercise of the Option at the Closing
as a result of the non-satisfaction of any of the foregoing conditions shall not
affect or prejudice Parent's right to purchase the Subject Shares upon the
subsequent satisfaction of such conditions.

(c) At the closing, (i) the Stockholder will deliver to Parent the
certificate or certificates representing the Subject Shares and (ii) Parent
shall pay the aggregate purchase price for the Subject Shares to be purchased by
wire transfer of immediately available funds to accounts, which accounts shall
be designated in writing to Parent, in the amount of the Exercise Price times
the number of Subject Shares to be purchased.

(d) In the event that Parent or Purchaser pays a price higher than $62 per
share for Subject Shares tendered into the offer, the Exercise Price shall be
increased to equal such higher price.

Section 7. No Solicitation.

(a) The Stockholder agrees that after the date of this Agreement he shall
not, and will use his or its reasonable best efforts to ensure that his or its
investment bankers, attorneys, accountants, agents or other advisors or
representatives (the "Stockholder Representatives"), directly or indirectly,
will not take any action with respect to an Acquisition Proposal that the
Company is prohibited from taking under clause (i) or (ii) of Section 5.3(a) of
the Acquisition Agreement; provided that the Stockholder shall be entitled to
participate in all actions that the Company is or would be entitled to take as
contemplated by the second sentence of Section 5.3(a) of the Acquisition
Agreement so long as such actions are taken in compliance with Section 5.3(a);
provided further that nothing herein shall prevent the Stockholder from
discharging his fiduciary duties as a member of the board of directors of the
Company, in compliance with the Acquisition Agreement. Notwithstanding the
foregoing, it is agreed and understood by the parties that the term "Stockholder
Representatives" shall not include the Company or any Subsidiary of the Company
or any of their respective investment bankers, attorneys, accountants, agents or
other advisors or representatives.

(b) The Stockholder hereby agrees to cease and cause to be terminated all
existing discussions or negotiations conducted by him or it or at his or its
behest heretofore with respect to any Acquisition Proposal (other than with
Parent).

Section 8. [INTENTIONALLY OMITTED.]

Section 9. Further Assurances. With respect to the Stockholder's
obligations under this Agreement, the Stockholder shall, upon request of Parent
or Purchaser, execute and deliver any additional documents and take such further
actions as may reasonably be

deemed by Parent or Purchaser to be necessary to carry out the provisions
hereof, at the sole cost and expense of Parent or Purchaser as the case may be.
Parent and Purchaser shall jointly and severally indemnify and hold harmless the
Stockholder and his or its investment bankers, attorneys, accountants, agents or
other advisors or representatives from and against any and all losses, damages,
costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties,
charges, amounts paid in settlement and costs of mitigation, including
reasonable costs, fees and expenses of attorneys and accountants, incurred or
suffered by the Stockholder, in each case as a result of any action taken by the
Stockholder pursuant to the request of Parent or Purchaser pursuant to this
Section.

Section 10. Termination. Unless earlier terminated by mutual agreement of
the parties, all of the obligations of the parties under this Agreement
(including without limitation the obligation of the Stockholder to tender the
Subject Shares in the Offer and not withdraw such Subject Shares) shall
terminate upon the first to occur of (i) any termination of the Acquisition
Agreement in accordance with its terms or (ii) the acceptance for payment of the
Subject Shares by Parent or Purchaser in the Offer (the "Termination Date");
provided, however, that (x) in the event that an Option Notice is delivered
prior to the Termination Date, the provisions set forth in Section 6 shall
survive any termination of this Agreement and (y) whether or not the Merger is
consummated, the provisions set forth in Section 11(h) shall survive any
termination of this Agreement.

Section 11. Miscellaneous Provisions.

(a) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (1) on the date of delivery if delivered
personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2)
on the first business day following the date of dispatch if delivered by a
recognized next-day courier service, or (3) on the third business day following
the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder shall be given to Parent and
Purchaser at their respective address stated in the Acquisition Agreement, and
all notices to the Stockholder shall be given to the Stockholder at the address
set forth on the signature page hereto, with a copy (which shall not constitute
notice) to:

Neal, Gerber & Eisenberg
Two North LaSalle Street, Suite 2200
Chicago, Illinois  60602
Attention:  Ross D. Emmerman
312.269.8051 (telephone)
312.269.1747 (facsimile)

(b) No Waivers; Remedies; Amendment.

(i) No failure or delay by either party in exercising any right, power
or privilege under this Agreement shall operate as a waiver of the right,
power or privilege. A single or partial exercise of any right, power or
privilege shall not preclude any other further exercise of the right, power
or privilege or the exercise of any other right, power or privilege. The
rights and remedies provided in this

Agreement shall be cumulative and not exclusive of any rights or remedies
provided by law.

(ii) In view of the uniqueness of the agreements contained in this
Agreement and the transactions contemplated hereby and the fact that Parent
and Purchaser would not have an adequate remedy at law for money damages in
the event that any obligation under this Agreement is not performed in
accordance with its terms, the Stockholder agrees that Parent and Purchaser
shall be entitled to specific enforcement of the terms of this Agreement in
addition to any other remedy to which Parent and Purchaser may be entitled,
at law or in equity.

(iii) No amendment, modification, termination or waiver of any
provision of this Agreement, and no consent to any departure by the
Stockholder, Parent or Purchaser from any provision of this Agreement,
shall be effective unless it shall be in writing and signed and delivered
by the Stockholder, Parent and Purchaser, and then it shall be effective
only in the specific instance and for the specific purpose for which it is
given.

(c) Successors and Assigns; Third Party Beneficiaries. No party shall
assign any of its rights or delegate any of its obligations under this Agreement
(whether by operation of law or otherwise) without the prior written consent of
the other party, except that Parent and Purchaser will have the right to assign
to any direct or indirect wholly owned subsidiary of Parent or Purchaser any and
all rights and obligations of Parent or Purchaser under this Agreement, provided
that any such assignment will not relieve either Parent or Purchaser from any of
its obligations hereunder. Any assignment or delegation in contravention of this
Section shall be void AB INITIO and shall not relieve the assigning or
delegating party of any obligation under this Agreement. Subject to the
preceding sentence, the provisions of this Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective permitted
heirs, executors, legal representatives, successors and assigns, and no other
person.

(d) Governing Law. This Agreement and all rights, remedies, liabilities,
powers and duties of the parties hereto and thereto, shall be governed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.

(e) Severability of Provision. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any court of
competent jurisdiction or other authority, all other terms and provisions of
this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.

(f) Entire Agreement. This Agreement, together with the Acquisition
Agreement and any other documents and instruments as referenced herein, embodies
the entire

agreement and understanding of the Stockholder, Parent and Purchaser, and
supersedes all prior agreements or understandings, with respect to the subject
matters of this Agreement.

(g) Survival. Except as otherwise specifically provided in this Agreement,
each representation, warranty or covenant of a party contained in this Agreement
shall remain in full force and effect, notwithstanding any investigation or
notice to the contrary or any waiver by any other party or beneficiary of a
related condition precedent to the performance by the other party or beneficiary
of an obligation under this Agreement.

(h) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such cost or expense.

(i) Counterparts. This Agreement may be signed in any number of
counterparts, including by facsimile, each of which shall be an original, with
the same effect as if all signatures were on the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.

SEARS, ROEBUCK AND CO.

By:____________________________________
Name:__________________________________
Its:___________________________________

INLET ACQUISITION CORP.

By:____________________________________
Name:__________________________________
Its:___________________________________

STOCKHOLDER

By:____________________________________
Name:__________________________________
Its:___________________________________

Address:

Schedule 2(d)
-------------

Exhibit (d)(3)

CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (this "Agreement") is dated as of February
26, 2002 and is by and between Lands' End, Inc. (the "Company") and Sears,
Roebuck and Co. ("Sears"). Sears and the Company are sometimes collectively
referred to herein as the "Parties" and individually as a "Party."

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Parties desire to exchange information in order to enable them
to evaluate the possibility of entering into a negotiated business transaction
(the "Transaction").

WHEREAS, during the course of any discussions or negotiations regarding the
Transaction, the Company and Sears each from time to time may provide the other
with certain Evaluation Material (as defined below).

WHEREAS, each of the Parties acknowledges and agrees that any Evaluation
Material provided to the other, whether before or after the execution of this
Agreement, is proprietary and highly confidential and that the unrestricted
disclosure of any Evaluation Material by one party would result in substantial
damage to the other, which damage would be irreparable and extremely difficult
to quantify.

WHEREAS, each of the Parties desires to preserve its business operations
and capital structure free from disruption that could arise from the misuse of
Evaluation Material.

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto agree as follows:

As used in this Agreement, the term "Exchange Act" means the Exchange Act
of 1934, as amended, and "affiliate" has the meaning set forth in Rule 12b-2 of
the regulations promulgated under the Exchange Act.

1.  Evaluation Material. The term "Receiving Party" shall mean a Party that
receives Evaluation Material from the other Party pursuant to this Agreement,
and the term "Disclosing Party" shall mean a Party to this Agreement that
provides or discloses its Evaluation Material to a Receiving Party. As a
condition to the furnishing of Evaluation Material to the partners, directors,
officers, employees, agents or advisors of a Party, including without limitation
attorneys, accountants, consultants, bankers, other sources of financing and
capital and financial advisors (collectively, "Representatives"), each Party
agrees and shall cause its Representatives to treat such information in
accordance with the provisions of this Agreement and to take or abstain from
taking certain other actions hereinafter set forth. The term "Evaluation
Material" means any and all information, in any form or medium, concerning the
Disclosing Party (whether prepared by the Disclosing Party, its advisors or
otherwise and

irrespective of the form of communication and whether it is labeled or otherwise
identified as confidential) that is furnished to the Receiving Party or to its
Representatives by or on behalf of the Disclosing Party. In addition,
"Evaluation Material" shall be deemed to include all notes, analyses, studies,
interpretations and other documents or reports prepared by a Receiving Party or
its Representatives which contain, reflect or are based upon, in whole or part,
the information furnished to the Receiving Party or its Representatives pursuant
hereto. The term "Evaluation Material" does not include information which: (a)
is or becomes available to the public generally (other than as a result of a
disclosure by the Receiving Party or one of its Representatives); (b) becomes
available to the Receiving Party on a non-confidential basis from a source other
than the Disclosing Party or one of its Representatives, provided that such
source is not, to the knowledge of the Receiving Party after reasonable inquiry,
bound by a confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to the Disclosing Party or any other
person with respect to such information; or (c) has been independently acquired
or developed by the Receiving Party without violating any of its obligations
under this Agreement, as demonstrated by the Receiving Party.

2.  Use of Evaluation Material and Confidentiality.
----------------------------------------------

(a) The Parties hereto agree that a Receiving Party and its Representatives
shall use the Evaluation Materials of the Disclosing Party solely for the
purpose of evaluating the possible Transaction that the Evaluation Material will
be kept confidential and that neither the Receiving Party nor any of its
Representatives will disclose any of the Evaluation Material in any manner
whatsoever; provided however that the Receiving Party may disclose Evaluation
Material: (i) to such of its Representatives who need such information for the
sole purpose of evaluating the Transaction (it being understood that such
Representatives shall be informed by the Receiving Party of the confidential
nature of such information and shall be directed by the Receiving Party to treat
such information as confidential); and (ii) in all other cases, only if and to
the extent that the Disclosing Party gives its prior written consent to such
disclosure.

(b) The Parties hereto agree that each will be fully responsible for any
breach of any of the provisions of this Agreement by any of its Representatives.

(c) Each of the Parties hereto agrees that, without the prior written
consent of the other Party, such Party and its Representatives shall not
disclose to any person the fact that the Evaluation Material has been made
available to it/them, the fact that discussions or negotiations are taking place
concerning a possible transaction between the Parties or the existence of this
Agreement; provided however that each of the Parties may make such disclosure as
it determines in good faith and upon the advice of counsel is required by law or
applicable stock exchange rule or regulation (in which event such Party shall
use all reasonable efforts to consult with the other Party in advance regarding
the nature, extent and form of such disclosure).

(d) The Parties hereto agree that, without the prior written consent of the
Disclosing Party, neither the Receiving Party nor any of its Representatives
will disclose to any other person (including, without limitation, by issuing a
press release or otherwise making any public statement) any of the terms,
conditions or other facts with respect to the Transaction (including the status
thereof); provided however that the Receiving Party may make such

2

disclosure as it determines in good faith and upon the advice of counsel is
required by law (in which event such Party shall use all reasonable efforts to
consult with the Disclosing Party in advance regarding the nature, extent and
form of such disclosure).

(e) The terms "person" as used in this Agreement shall be interpreted
broadly to include the media and any corporation, group, individual or other
entity.

(f) If the Receiving Party or any of its Representatives are requested or
required (by oral questions, interrogatories, requests for information or other
documents in legal proceedings, subpoena, civil investigative demand or any
other similar process) to disclose any of the Evaluation Material, such Party
shall provide the Disclosing Party with prompt written notice of any such
request or requirement so that the Disclosing Party may seek a protective order
or other appropriate remedy or waive compliance with the provisions of this
Agreement. If the Disclosing Party waives compliance with the provisions of this
Agreement with respect to a specific request or requirement, the Receiving Party
and its Representatives shall disclose only that portion of the Evaluation
Material that is covered by such waiver and which is necessary to disclose in
order to comply with such request or requirement. If, in the absence of a
protective order or other remedy or a waiver by the Disclosing Party, the
Receiving Party or one of its Representatives is nonetheless legally compelled
to disclose any Evaluation Material, the Receiving Party or such Representative
may, without liability hereunder, disclose only that portion of the Evaluation
Material that is so required to be disclosed. Notwithstanding the foregoing, in
the event that the Receiving Party or one of its Representatives discloses
Evaluation Material under the terms of this subsection, such Party and its
Representatives shall exercise commercially reasonable efforts to preserve the
confidentiality of the Evaluation Material including, without limitation, and to
the extent practical under the circumstances, by cooperating with the Disclosing
Party to obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Evaluation Material.

(g) If either Party hereto decides that it does not desire to proceed with
the Transaction, then upon the written request of the Disclosing Party, the
Receiving Party shall deliver promptly to the Disclosing Party all Evaluation
Material furnished to it or any of its Representatives by or on behalf of the
Disclosing Party, together with copies of such Evaluation Material in the
Receiving Party's possession or control or in the possession or control of any
of its Representatives. If either Party hereto decides that it does not desire
to proceed with the Transaction, the Receiving Party hereby agrees upon the
written request of the Disclosing Party to promptly destroy all Evaluation
Material prepared by it or any of its Representatives, together with all copies
thereof (including, without limitation, electronic copies). Notwithstanding the
return or destruction of the Evaluation Material, the Receiving Party and its
Representatives will continue to be bound by its obligations of confidentiality
hereunder.

3. Accuracy of Evaluation Material. Each Party hereto understands and
acknowledges that neither the Disclosing Party nor any of its Representatives
makes any representation or warranty, express or implied, as to the accuracy or
completeness of any Evaluation Material. Each Party hereto agrees that neither
the Disclosing Party nor any of its Representatives shall have any liability to
the Receiving Party or to any of its Representatives

3

relating to or resulting from the use of the Evaluation Material or any errors
therein or omissions therefrom. Only those representations and warranties that
are made in a final definitive agreement regarding the Transaction, when, as and
if executed, and subject to such limitations and restrictions as may be
specified therein, will have any legal effect.

4. Diligence Process. In consideration of the provision of the Evaluation
Material to the Receiving Party, such Party agrees and shall cause its
Representatives not to initiate or maintain contact with any officer, director,
employee or agent of the Disclosing Party relating to the Transaction, except in
accordance with guidelines that are mutually established by the Parties. Each
Party hereby agrees to submit or direct to the designee or designees of the
other Party all: (a) communications regarding the Transaction; (b) requests for
additional information; (c) requests for facility tours or management or
employee meetings; and (d) discussions or questions regarding procedures.

5. Non-Solicitation and Non-Hire of Employees. Each Party acknowledges that
the employees of the other Party are a key component to the success of the other
Party and that the preservation of the employee base of the other Party is
critical to among other things the prospects of the other Party. Consequently,
the Parties have agreed to the following mutual non-solicitation and non-hire
provisions. Each Party hereto agrees that, for a period of one year from the
date hereof, such Party shall not solicit any individual who is an employee of
the other Party, as of the date hereof or at any time hereafter and prior to the
termination of discussions by the Parties with respect to a Transaction, to
leave his or her employment with such other Party or in any way interfere with
the employment relationship between such other Party and any of its employees;
provided that this restriction shall not apply to (i) any part-time employee or
(ii) any employee who as of the date hereof has already entered into employment
discussions with such Party or contacted such Party to initiate such
discussions; provided further that generalized employee searches (not focused
specifically on the employees of a Party) by headhunter/search firms and
generalized employment or trade media advertisements shall not be deemed to
cause a breach of this non-solicitation restriction. Each Party hereto also
agrees that, for a period of one year from the date hereof, such Party shall not
hire or otherwise engage any individual who is an employee of the other Party as
of the date hereof or at any time hereafter and prior to the termination of
discussions by the Parties with respect to a Transaction; provided that this
restriction shall not apply to (i) any part-time employee, (ii) any employee who
as of the date hereof has already entered into employment discussions with such
Party or contacted such Party to initiate such discussions or (iii) any employee
who (x) is not an officer of Sears or is not an employee of the Company with the
title of director or greater (which includes without limitation the officers of
the Company) as the case may be and (y) was not introduced to the respective
Party or did not become known to the respective Party in connection with its
evaluation or the consummation of a Transaction.

6. Standstill. Each Party hereby acknowledges that the Evaluation Material
is being furnished to it in consideration of its agreement that for a period of
1.5 years from the date hereof such Party will not (and such Party will not
assist, provide or arrange financing to or for others or encourage others to),
directly or indirectly, acting alone or in concert with others, unless
specifically requested in writing in advance by the Board of Directors of the
other Party: (i) acquire or agree, offer, seek or propose to acquire (or request
permission to do so), ownership (including, but not limited to, beneficial
ownership as defined in Rule 13d-3 under the Exchange

4

Act) of any of the assets or businesses of the other Party or any securities
issued by the other Party, or any rights or options to acquire such ownership
(including from a third party), or make any public announcement (or request
permission to make any such announcement) with respect to any of the foregoing;
(ii) seek or propose to influence or control the management or the policies of
the other Party or to obtain representation on the Board of Directors of the
other Party, or solicit, or participate in the solicitation of, any proxies or
consents with respect to any securities of the other Party, or make any public
announcement with respect to any of the foregoing or request permission to do
any of the foregoing; (iii) take any action which might require the other Party
to make a public announcement regarding the types of matters set forth in (i)
and (ii) above in this sentence; (iv) enter into any discussions, negotiations,
arrangements or understandings with any third party with respect to any of the
foregoing; or (v) seek to have the other Party amend or waive any provision of
this Section; provided that the foregoing shall not prohibit any Sears employee
pension fund or trust (a "Sears Fund") from acquiring any equity securities of
the Company so long as (x) such acquisition is in the ordinary course of
business and consistent with past practice of such fund or trust and not with
the intention of obtaining or exercising control over the Company, (y) such fund
or trust does not directly or indirectly beneficially own (including, but not
limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange
Act) 5 or more percent of any equity security of any class of the Company and
(z) such acquisition does not cause or in any way result in any obligation or
requirement of either Party to make any disclosure contemplated to be prohibited
by this Agreement, including pursuant to section 2(c), without taking into
account any exception for disclosure required by law or by any applicable stock
exchange rules and regulations. Each Party represents to the other Party that
neither it nor any of its affiliates (other than in the case of Sears any Sears
fund) owns (including, but not limited to, beneficial ownership as defined in
Rule 13d-3 under the Exchange Act) any securities issued by the other Party as
of the date hereof.

7.  Remedies. It is understood and agreed that money damages would not be a
sufficient remedy for any breach of this Agreement by any Party hereto or any of
such Party's Representatives and that the non-breaching Party be entitled to
seek equitable relief, including injunction and specific performance, as a
remedy of such breach. Such remedies shall not be deemed to be the exclusive
remedies for a breach of this Agreement, but shall be in addition to all other
remedies available at law or equity to the non-breaching Party. In the event of
litigation relating to this Agreement, if a court of competent jurisdiction
determines that a Party or any of its Representatives has breached this
Agreement, or if a Party does not prevail in any such action, such breaching or
non-prevailing Party shall be liable for and pay to the other Party on demand
the reasonable legal fees and expenses incurred by the non-breaching or
prevailing Party in connection with such litigation, including any appeal
therefrom.

8.  Waivers and Amendments. No failure to delay by either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
future exercise thereof or the exercise of any other right, power or privilege
hereunder. No alteration, waiver, amendment, change or supplement hereto shall
be binding or effective unless the same is set forth in writing signed by a duly
authorized representative of each Party and may be modified or waived only by a
separate letter executed by each party expressly so modifying or waiving this
Agreement.

5

9. Notices. All notices, requests, demands, claims and other communications
hereunder will be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given if (and then one business day
after) it is sent by overnight courier via a national courier service and
addressed to the intended recipient as set forth on the signature page attached
hereto. Any Party may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the address set forth on
the signature page attached hereto using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex, ordinary mail
or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any Party may change the address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other Parties notice in the manner herein set
forth.

10. Choice or Law/Consent to Jurisdiction. The validity, interpretation,
performance and enforcement of this Agreement shall be governed by the laws of
the State of Delaware without regard to the conflicts of laws principles
thereof. Each Party hereby irrevocably and unconditionally consents to the
jurisdiction of the federal and state courts in the State of Wisconsin or
Illinois for any action, suit or proceeding arising out of or related hereto.
Each Party hereto further hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of or relating to this Agreement in the federal and state courts of the State of
Wisconsin or Illinois, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in any inconvenient forum.

11. Severability. If any provision or portion of this Agreement should be
determined by any court or agency of competent jurisdiction to be invalid,
illegal or unreasonable, in whole or in part in any jurisdiction, and such
determination should become final, such provision or portion shall be deemed to
be severed in such jurisdiction, but only to the extent required to render the
remaining provisions and portions of this Agreement enforceable, and this
Agreement as thus amended shall be enforced in such jurisdiction to give effect
to the intention of the parties insofar as that is possible, and further, the
Agreement shall continue without amendment in full force and effect in all other
jurisdictions. In the event of any such determination, the parties shall
negotiate in good faith to modify this Agreement to fulfill as closely as
possible the original intents and purposes hereof.

12. Construction; Affiliates. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. For purposes of
Section 1 through and including Section 7 hereof, reference to a Party shall
also include the affiliates of such Party and each of the Parties hereto will be
responsible for any breach of any of the provisions of this Agreement by their
respective affiliates.

6

13. Counterparts. For the convenience of the Parties, any number of
counterparts of this Agreement may be executed by the Parties hereto. Each such
counterpart shall be, and shall be deemed to be, an original instrument, but all
such counterparts taken together shall constitute one and the same Agreement. A
facsimile copy of this Agreement or any signatures hereon shall be considered as
originals for all purposes.

14. Successors and Assigns. The benefits of this Agreement shall inure to
the respective successors and assigns of the Parties hereto, and the obligations
and liabilities assumed in this Agreement by the Parties hereto shall be binding
upon their respective successors and assigns.

15. Headings. The headings to the Sections and subsections contained herein
are for identification purposes only and are not to be construed as part of this
Agreement.

16. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the Parties hereto and supersedes any and all prior agreements,
arrangements and understandings relating to the matters provided for herein.

17. Miscellaneous. Nothing in this Agreement shall prohibit (except as
expressly limited hereby) the Receiving Party or any of its subsidiaries from
continuing or entering into a business of the type engaged in by the Disclosing
Party, either by internal growth or acquisitions, in any location. This
Agreement shall become effective as of the date first above written and shall
continue in effect for a term of 3 years.

7

IN WITNESS WHEREOF, the parties hereto have executed or caused this
Confidentiality Agreement to be executed by their duly authorized officers as of
the day and year first written above.

LANDS' END, INC.

By:    /s/ Karl Dahlen
-----------------------------------------
Name:  Karl Dahlen
-----------------------------------------
Title: Vice President and Senior Legal Officer
-----------------------------------------

Address:
One Lands' End Lane
Dodgeville, WI 53595
Facsimile: (608) 935-4449

SEARS, ROEBUCK AND CO.

By:    /s/ W. Anthony Will
-----------------------------------------
Name:  W. Anthony Will
-----------------------------------------
Title: Vice President, Business Development
-----------------------------------------

Address:
3333 Beverly Road
Hoffman Estates, IL 60179
Facsimile: (847) 286-7829

8

Exhibit (d)(4)
SEARS, ROEBUCK AND CO.

3333 BEVERLY ROAD

HOFFMAN ESTATES, IL 60179

GREG A. LEE
Senior Vice President
Human Resources
847-286-0558
Fax 847-286-3258

Mr. David F. Dyer
Lands' End, Inc.
5 Lands' End Lane
Dodgeville, WI  53595

Dear Dave,

I wanted to provide you with this Letter of Understanding regarding some of the
major terms of your employment as an officer of Sears, Roebuck and Co. Pending
approval by the Boards of Directors of both Sears, Roebuck and Co. and Land's
End, Inc., the merger will result in employment terms as contained in your
Employment Agreement. Sears, Roebuck and Co. would like to supplement these
terms with the following provisions upon the close of the merger and your
assumption of duties as President and CEO - Lands' End and Executive Vice
President/ General Manager, Customer Direct - Sears, Roebuck and Co., reporting
directly to Alan Lacy, Chairman and Chief Executive Officer of Sears, Roebuck
and Co.

Your start date in this capacity is to be determined and will commence with
the close of the merger.

.    Base salary of $600,000 per year, paid on a semi-monthly basis.

.    Participation in the Sears Annual Incentive Plan. Your annual incentive
opportunity will be based on a bonus target equal to 85% of base salary,
amounting to $510,000 on an annualized basis. Depending on performance, you
can earn up to 230% of target, or $1,173,000. The annual incentive
performance objectives for your position are to be determined.

.    50,000 non-qualified stock options that will vest in three equal annual
installments from the date of grant.

16,666 stock options will vest one year from the date of grant

-    16,666 stock options will vest two years from the date of grant

-    16,668 stock options will vest three years from the date of grant

.    40,000 shares of restricted stock that will vest as follows

11,000 shares will vest two years from the date of grant

29,000 shares will vest three years from the date of grant

.    29,000-share grant under the Long-Term Performance Incentive Program
(LTPIP). The LTPIP is designed to provide a common incentive for the most
senior leadership of Sears to achieve four financial goals by the end of
2004. If all four performance goals are deemed `met' by the Compensation
Committee of the Board of Directors and Sears Total Shareholder Return as
measured in comparison to the S&P 500 is in the top quartile, you will earn
3x the number of shares in the initial grant, or 87,000 shares. Earned
awards will be distributed in two installments:

50% distributed in your choice of cash or shares of Sears stock in
February 2005

50% distributed in February 2005 as restricted shares that vest in
December 2005

.    Sears pension will commence at your employment date. A service enhancement
to your pension benefit will be provided for future service at Sears
through the non-qualified pension plan. The service enhancement will be
accrued to you as a 2-year for 1-year of service credit for five years from
the commencement of your employment with Sears, Roebuck and Co. If you
remain an active employee at the end of this five-year period, this
enhancement will be reviewed for possible extension.

.    Your current agreement with Lands' End contains non-compete,
non-disclosure, and non-solicitation provisions that will remain in place
during the term of your agreement. At the expiration of your current
agreement, it is anticipated that you will be asked to sign an Executive
Severance / Non-Compete Agreement and a Non-Solicitation / Non-Disclosure
Agreement with Sears on a basis that would mirror those of other similarly
situated executives at Sears. In the event of a Change in Control of Sears,
Roebuck and Co. during the term of your employment or if you are terminated
without cause after the expiration of your current agreement, the terms of
your separation would mirror those of other similarly situated executives
at Sears.

.    During any salary continuation period, stock options and restricted stock
will continue to vest in accordance with applicable plan documents and
individual grant letters. Should you be involuntarily terminated for a
reason other than for Cause, including for Good Reason, before the first
anniversary of your service with Sears, the following would occur:

-    The 29,000 shares of restricted stock granted to you at the time of
your hire that would not otherwise vest would fully vest at the end of
your two-year severance period.

-    You would receive a cash payment within 30 days of the end of the
two-year salary continuation period equivalent in value to the product
of the 16,668 options that would not otherwise vest during the salary
continuation period times the option `spread' (the positive difference
between the fair market value on the last day of the salary
continuation period and the exercise price of the option grant).

-    Per the standard terms in the LTPIP grant, your participation would be
prorated through the last active day worked.

.    All of the above terms must be approved by the Compensation Committee of
the Sears Board of Directors. All equity grants are anticipated to be
granted as of the close of the merger agreement.

.    Finally, Sears has agreed to provide an additional one week of pay in
Christmas 2002 bonus checks for every Lands' End employee not included in a
retention plan related to the merger with Sears.

David, we are excited to be working in partnership with you to make the
successful merger of Lands' End and Sears a reality.

Sincerely,

Accepted /s/ David F. Dyer                      Date: May 13, 2002