1992 Stock Option Plan - Kmart Corp.


                                KMART CORPORATION

                             1992 STOCK OPTION PLAN


         1. Purpose. The Kmart Corporation 1992 Stock Option Plan (the "Plan")
is intended as an incentive and to encourage ownership of shares of the
Company's Common Stock (the "Shares of Stock") by certain key employees of Kmart
Corporation (the "Company") and its Subsidiaries (corporations and other
business entities in which the Company directly or indirectly has a majority
interest and/or which the Company consolidates in its financial statements), in
order to increase their proprietary interest in the Company's success and to
assure their continuation as employees.

         2. Administration. The Plan shall be administered by the Compensation
and Incentives Committee (the "Committee") consisting of not less than two
directors of the Company appointed by its Board of Directors. Members of the
Committee shall serve at the pleasure of, and vacancies occurring in the
membership of the Committee shall be filled through appointment by, the Board of
Directors. Members of the Committee shall be "non-employee" directors under Rule
16b-3 under the Securities Exchange Act of 1934, as amended, as such Rule may be
amended from time to time ("Rule 16b-3").

         The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum thereof and the acts of a majority of the
members present at any meeting of the Committee at which a quorum is present, or
acts approved in writing by the entire Committee, shall be the acts of the
Committee.

         The Committee may make such rules and regulations and establish
procedures for the administration of the Plan as it deems appropriate. The
interpretation and application of the Plan or of any term or condition of an
option granted under the Plan or of any rule, regulation or procedure, and any
other matter relating to or necessary to the administration of the Plan, shall
be determined by the Committee, and any such determination shall be final and
binding upon all persons. The Committee shall have the authority to delegate
administrative duties to officers of the Company.

         3. Stock. Shares of Stock to be optioned or issued under the Plan may
be either authorized and unissued shares or issued shares which shall have been
reacquired by the Company, provided that the total amount of Stock on which
Options may be granted or which may be issued under the Plan shall not exceed
20,000,000 shares. Such number of shares is subject to adjustment in accordance
with the provisions of Section 6 hereof. No Option may be granted under the Plan
to an employee who owns more than five percent of the outstanding Stock. In the
event that any outstanding Option or portion thereof expires or is cancelled,
surrendered or terminated for any reason, the Shares of Stock allocable to the
unexercised portion of such Option may again be subjected to an Option or be
issued under the Plan.

         4. Award of Options. The Committee may grant options ("Options") to
purchase Stock to officers and other key employees of the Company or its
Subsidiaries, including directors who are full time employees. The Committee
shall have the discretion, in accordance with the provisions of the Plan, to
determine to whom an Option is granted (the "Participant(s)"), the number of
shares of Stock optioned and the terms and conditions of the Option. In making
such determinations, the Committee shall consider the position and
responsibilities of the employee, the nature and value to the Company of his or
her services and accomplishments, his or her present and potential contribution
to the success of the Company and such other factors as the Committee may deem
relevant.

         Each Option granted under the Plan shall be designated by the Committee
at the time of grant as either an incentive stock option (an "ISO") or a
non-qualified stock option (a "Non-Qualified Option"). An ISO is intended to
meet the requirements of Section 422 of the Internal Revenue Code. The aggregate
Fair Market Value (determined at the time the Option is granted) of the Stock as
to which ISO's are exercisable for the first time by the Participant during any
calendar year shall not exceed $100,000 (as determined in accordance with the
rules set forth in Section 422 of the Internal Revenue Code).

   2

         Options granted under the Plan shall be subject to and governed by the
provisions of the Plan and by the terms and conditions set forth in Section 5
hereof and by such other terms and conditions, not inconsistent with the Plan,
as shall be determined by the Committee.

         The date on which an Option shall be granted shall be the date that the
Participant, the number of Shares of Stock optioned and the terms and conditions
of the Option are determined by the Committee, provided, however, that if an
Option or any term or condition of an Option is rejected or not accepted by a
Participant or if an Option is not granted in accordance with the provisions of
the Plan, such Option shall be deemed to have not been granted and shall be of
no effect. Each Option shall be evidenced by a Stock Option Agreement in such
form as the Committee may from time to time approve.


         5. Terms and Conditions of Options.

            A. Option Price. In the case of each Option granted under the Plan,
the Option price shall not be less than the Fair Market Value of the Stock on
the date of grant of such Option. (Fair Market Value for purposes of the Plan
shall be deemed to be the mean of the highest price and lowest price at which
the Stock shall have been sold, regular way, on the date in question or on the
next preceding day on which there were such sales of Stock if no such sales
shall have been made on the date in question, as reported on the Composite
Transactions reporting system.)

            B. Period of Option and When Exercisable.

                  (i) An Option granted under the Plan may not be exercised
after the earlier of (a) the date specified by the Committee, which shall be a
maximum of ten years from date of grant as to an ISO and a maximum of ten years
and two days from date of grant as to a Non-Qualified Option, or (b) the
applicable time limit specified in paragraph (iii) of this Section 5B. Any
Option not exercised within the aforementioned time periods shall automatically
terminate at the expiration of such period.

                  (ii) An Option granted with a maximum exercise period of more
than three years may not be exercised prior to three years from the date of
grant (or such other period as determined by the Committee in its sole
discretion), except that this limitation shall be removed if termination of
employment of the Participant results from death or total and permanent
disability as defined in the Company's Long-Term Disability Plan, or if
termination of employment of the Participant occurs at or after age 55 and the
optionee has five or more years of full-time service with the Company or a
Subsidiary, or in the event of a Change of Control of the Company, or if and to
the extent the Committee may so determine in its sole discretion. An Option
granted with a maximum exercise period of three years or less is not subject to
the limitation contained in this paragraph (ii) unless otherwise specified by
the Committee. A Change of Control shall be deemed to have occurred if:

                       (a) the "beneficial ownership" (as defined in Rule 13d-3
under the Exchange Act) of securities representing more than 33% of the combined
voting power of the Company is acquired by any "person" as defined in sections
13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company), or

                       (b) the stockholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into another corporation
or to sell or otherwise dispose of all or substantially all of its assets, or
adopt a plan of liquidation, or

                       (c) during any period of three consecutive years,
individuals who at the beginning of such period were members of the Board cease
for any reason to constitute at least a majority thereof (unless the election,
or the nomination for election by the Company's stockholders, of each new
director was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of such period).


                                       2

   3

                  (iii) An Option may be exercised, prior to its expiration, by
a Participant only while such Participant is in the employ of the Company or a
Subsidiary or within three months thereafter (or such longer period thereafter
as determined by the Committee in its sole discretion), and only if any
limitation upon the right to exercise such Option under paragraph (ii) of this
Section 5B has been removed or expired prior to termination of employment and
exercise is not otherwise precluded hereunder; provided, however, if at the date
of termination of employment, the Participant has five or more years of
full-time employment with the Company or a Subsidiary or if termination of
employment results from death or total and permanent disability as defined in
the Company's Long-Term Disability Plan, such three-month period shall be
extended to five years or to the expiration of the Option, whichever occurs
first. Employment with a subsidiary shall be deemed terminated on the date the
former Subsidiary ceases to be a Subsidiary of the Company.

                  (iv) In the event of the total and permanent disability, as
defined in the Company's Long-Term Disability Plan, of a Participant, an Option
which is otherwise exercisable may be exercised by the Participant's legal
representative or guardian. In the event of the death of a Participant, either
before or after termination of employment, an Option which is otherwise
exercisable may be exercised by the person or persons whom the Participant shall
have designated in writing on forms prescribed by and filed with the Committee
("Beneficiaries"), or, if no such designation has been made, by the person or
persons to whom the Participant's rights shall have passed by Will or the laws
of descent and distribution ("Successor(s)"). The Committee may require an
indemnity and/or such evidence or other assurances as it may deem necessary in
connection with an exercise by a legal representative, guardian, Beneficiary or
Successor.

                  (v) Notwithstanding anything contained herein to the contrary,
all rights with respect to all Options of a Participant are subject to the
conditions that the Participant not engage or have engaged (a) in fraud,
dishonesty, conduct in violation of Company policy or similar acts at any time
while in the employ of the Company or a Subsidiary, or (b) in activity directly
or indirectly in competition with any business of the Company or a Subsidiary,
or in other conduct inimical to the best interests of the Company or a
Subsidiary, following the optionee's termination of employment. If it is
determined by the Committee or the Committee's delegate (which determination of
such delegate shall be subject to ratification by the Committee) either before
or after termination of employment of a Participant, that there has been a
failure of any such condition, all Options and all rights with respect to all
Options granted to such optionee shall immediately terminate and be null and
void.

            C. Exercise and Payment.

                  (i) Subject to the provisions of Section 5B, an Option may be
exercised by notice (in the form prescribed by the Committee) to the Company
specifying the number of Shares to be purchased. Payment for the number of
Shares of Stock purchased upon the exercise of an Option shall be made in full
at the price provided for in the applicable Stock Option Agreement. Such
purchase price shall be paid by the delivery to the Company of cash (including
check or similar draft) in United States dollars or whole Shares of Stock that
have been held by the Participant for at least six months prior to the date the
Option is exercised, or a combination thereof. Shares of Stock used in payment
of the purchase price shall be valued at their Fair Market Value as of the date
notice of exercise is received by the Company. Any Shares of Stock delivered to
the Company shall be in such form as is acceptable to the Company.

                  (ii) The Company may defer making payment or delivery of Stock
under the Plan until satisfactory arrangements have been made for the payment of
any tax attributable to exercise of the Option. The Committee may, in its sole
discretion, permit a Participant to elect, in such form and at such time as the
Committee may prescribe, to pay all or a portion of all taxes arising in
connection with the exercise of an Option by electing to (a) have the Company
withhold whole Shares of Stock, or (b) deliver other whole Shares of Stock
previously owned by the Participant having a Fair Market Value not greater than
the amount to be withheld; provided, however, that the amount to be withheld
shall not exceed the minimum Federal, State and local tax rates associated with
the transaction.

            D. Transferability. Except as otherwise determined by the Committee
in its discretion, no Option or any rights with respect thereto shall be subject
to any debts or liabilities of a Participant. Options may however, be
transferred or assigned to charitable trusts, family members or family trusts by
the Participant's execution of such form and at such time as prescribed by the
Committee or its delegate. Additionally, any Shares issued to a Participant
hereunder may at the request of the Participant be issued in


                                       3

   4

the name of the Participant and one other person, as joint tenants with right of
survivorship and not as tenants in common, or in the name of a trust for the
benefit of the Participant or for the benefit of the Participant and others.

         An Option may, after the death or total and permanent disability, as
defined in the Company's Long-Term Disability Plan, of a Participant also be
exercised pursuant to paragraph (iv) of Section 5B herein.

         In order to continue to meet the requirements of Code Section 422,
however, ISO's may not be assignable or transferable except by will or the laws
of descent and distribution, nor be exercisable during the Participants lifetime
other than by him or her, nor shall Shares be issued to or in the name of one
other than the Participant.

            E. Employment. No provision of the Plan, nor any term or condition
of any Option, nor any action taken by the Committee, the Company or a
Subsidiary pursuant to the Plan, shall give or be construed as giving a
Participant any right to be retained in the employ of the Company or of any
Subsidiary, or affect or limit in any way the right of the Company or any
Subsidiary to terminate the employment of any Participant.

            F. Termination of Option by Participant. A Participant may at any
time elect, in a written notice filed with the Committee, to terminate a
Non-Qualified Option with respect to any number of Shares as to which such
Option shall not have been exercised.

         6. Adjustments. If there is any change in the number or class of Shares
of Stock through the declaration of stock dividends, or recapitalization
resulting in stock splits, or combinations or exchanges of such shares or
similar corporate transactions, or if the Committee otherwise determines that,
as a result of a corporate transaction involving a change in the Company's
capitalization, it is appropriate to effect the adjustments described in this
section, the aggregate number or class of Shares of Stock on which Options may
be granted or which may be issued under the Plan, the number or class of Shares
covered by each outstanding Option, and the price per Share in each Option,
shall all be proportionately adjusted by the Committee; provided, however, that
any fractional Shares resulting from such adjustment shall be eliminated.
Subject to any required action by stockholders, if a new Option is substituted
for the Option granted hereunder, or an assumption of the Option granted
hereunder is made, by reason of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Option
granted hereunder shall pertain to and apply to the securities to which a holder
of the number of Shares of Stock subject to the Option would have been entitled.

         7. Term of Plan. No Option shall be granted under the Plan after
January 20, 2002. Options granted prior thereto, however, may extend beyond such
date and the provisions of the Plan shall continue to apply thereto.

         8. Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to Options granted under the Plan will be used for
general corporate purposes.

         9. No Obligation to Exercise Option. The granting or acceptance of an
Option shall impose no obligation upon the Participant to exercise such an
Option.

         10. Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares of Stock covered by his or her Option until
the date of issuance to him or her of a certificate evidencing such Shares of
Stock after the exercise of such Option and payment in full of the purchase
price. No adjustment will be made for dividends or other rights for which the
record date is prior to the date such certificate is issued.

         11. Amendments. The Board of Directors of the Company may from time to
time alter, amend, suspend or discontinue the Plan; provided, however, that no
amendment which requires stockholder approval in order for the exemptions
available under Rule 16b-3 to be applicable to the Plan shall be effective
unless the same shall be approved by the stockholders of the Company entitled to
vote thereon. Any such amendment may be effective in respect of all past and
future Options granted hereunder in the sole discretion of the Board of
Directors of the Company.


                                       4

   5

             The Plan, each Option under the Plan and the grant and
exercise thereof, and the obligation of the Company to sell and issue Shares
under the Plan shall be subject to all applicable laws, rules, regulations and
governmental and stockholder approvals, and the Committee may make such
amendment or modification thereto as it shall deem necessary to comply with any
such laws, rules and regulations or to obtain any such approvals.

         12. Effectiveness of Plan. The Plan, which was adopted by the Board of
Directors on January 21, 1992, is subject to approval by the stockholders of the
Company on May 27, 1992.

         13. Severability. If any provision of the Plan, or any term or
condition of any Option granted or Stock Option Agreement or form executed or to
be executed thereunder, or any application thereof to any person or circumstance
is invalid or would result in an ISO failing to meet the requirement of Section
422 of the Internal Revenue Code, such provisions, term, condition or
application shall to that extent be void (or, in the discretion of the
Committee, such provision, term or condition may be amended so as to avoid such
invalidity or failure), and shall not affect other provisions, terms or
conditions or applications thereof, and to this extent such provision, term or
condition is severable.

         14. Limitation on Size of Grants. No employee of the Company shall be
granted Options under this Plan in any calendar year for more than one million
Shares of Common Stock, subject to equitable adjustment for certain corporate
transactions as set forth in Section 6 hereof.


(As amended through 9/19/00)


                                       5