Exhibit (a)(5)(C)



Alan Online letter

                                May 13, 2002


Dear Sears Associate,

Undoubtedly you have heard the good news by now that Sears will acquire
Lands' End, Inc. I am very excited about this significant growth
opportunity.

Lands' End products are known for superb classic style as well as quality
and value. Its direct-to-customer operations, through its compelling
catalog and innovative online site, are among the best in the industry.
Lands' End's management and employees are exceptional; Lands' End is
recognized as one of Fortune's Top 100 places to work. This deal makes very
good sense for us, strategically and financially.

There is an uncommonly strong fit between our companies. Lands' End's
excellent quality products fill a key slot in Sears' apparel strategy as
our "best" proprietary brand, fitting in very well with Covington's
"better" position and our leading national brands. Lands' End's goods will
be a compelling point of differentiation for Sears' softlines and will draw
new apparel shoppers to our stores.

Lands' End's strategy, meanwhile, calls for adding retail distribution to
their outstanding direct-to-customer channels. The best path for that
expansion is through an alliance with an established national retailer.
Sears is the ideal partner.

Our customers are complementary. Lands' End's customers are loyal,
generally upscale, well educated and compare closely with Sears' hardlines
customers. Both companies have deep, sophisticated and growing databases.
Opportunities exist to grow both businesses through cross marketing and
customer relationship management.

Each company operates a leading website, which complement each other. Links
will be established between sears.com and landsend.com. Sears will benefit
from Lands' End's exceptional multi-channel capabilities and high-touch,
direct-to-customer expertise. Lands' End will benefit from our extensive
customer relationships.

This acquisition is all about growth. There will be some natural synergies
in support activities, some logical consolidations of administrative
functions. Both companies will benefit from procurement leverage and other
economies of scale. But this is not about cost cutting, and Sears wants to
build on the best of what both organizations offer.

Sears wants Lands' End to retain its character and momentum. As a wholly
owned subsidiary, Lands' End will continue to be centered in Dodgeville,
Wis. CEO David Dyer will continue to lead Lands' End and will report to me.
Dyer also will manage Lands' End's and Sears' online and catalog
operations. Dennis Honan and his team will now report to Dyer.

Full rollout of store merchandise is expected by the fall of 2003. Stores
will carry Lands' End's most popular men's, women's and children's apparel,
plus an assortment of footwear, accessories and home fashions. Lands' End's
catalog and website will carry the full assortment. Key items of Lands'
End's merchandise are expected to be available in a limited number of Sears
stores for the 2002 holiday season.

On the financial side, this is a cash transaction worth approximately $1.9
billion. Over the long term, Sears expects Lands' End to create significant
shareholder value (near term, we expect the acquisition to be slightly
dilutive to break-even in 2002 and 2003, and significantly accretive in 2004).
We expect to close the transaction in June.

I would like to welcome Lands' End's employees and management to our
company. As with the introduction of Covington, this exciting acquisition
is another sign to our customers, our investors and our competition that we
are building a new Sears.


-- Alan

This document contains "forward-looking statements" based on assumptions
about the future, which are subject to risks and uncertainties, such as
competitive conditions in retail; changes in consumer confidence and
spending; the successful execution of and customer reactions to Sears'
Full-line store strategy and the proposed acquisition of Lands' End; Sears'
ability to integrate and operate Lands' End successfully; anticipated cash
flow; general economic conditions and normal business uncertainty. These
statements are not guarantees of future performance, and actual results may
differ materially. The company intends the forward-looking statements in
this letter to speak only as of the time of this letter and does not
undertake to update or revise them as more information becomes available.

This document is neither an offer to purchase nor a solicitation of an
offer to sell securities of Lands' End. At the time the offer is commenced,
Sears will file a tender offer statement with the U.S. Securities and
Exchange Commission and Lands' End will file a solicitation/ recommendation
statement with respect to the offer. Investors and Lands' End stockholders
are strongly advised to read the tender offer statement (including an offer
to purchase, letter of transmittal and related tender documents) and the
related solicitation/recommendation statement because they will contain
important information. These documents will be available at no charge at
the SEC's website at www.sec.gov and may also be obtained by calling (800)
732-7780, and selecting option #3.