Exhibit 4




Exhibit
4.4

SECOND
AMENDMENT

TO THE

SEARS 401 (k) SAVINGS PLAN


(As
Amended and Restated effective as of January 1, 2000)

Pursuant to the
authority reserved to the Company in subsection 14.1 of the Plan, the Plan is
hereby amended in the following respects, effective as of August 1, 2001, except
as otherwise indicated below:


  1. Subsection 1.9 is
  hereby revised to read as follows:

  
    1.9 Form of
    Election and Signature. Unless otherwise specified herein, any election
    or consent permitted or required to be made or given by any Participant or
    other person entitled to benefits under the Plan, and any permitted
    modification or revocation thereof, shall be made in writing or shall be
    given by means of such interactive telephone and/or computer system, such as
    website access, as the Plan Administrator may designate from time to time as
    the sole vehicles, for executing regular transactions under the Plan
    (referred to generally herein as the "Phone System"). Each
    Participant shall have a personal identification number or "PIN"
    for purposes of executing transactions through the Phone System. In
    addition, the Plan Administrator can establish an alternate procedure for
    executing regular transactions through the Phone System by which each
    participant can use individually identifiable information (other than his
    PIN) as specified by the Plan Administrator.

    The entry by a
    Participant of his PIN (with his Social Security Number) or any other
    identification information specified by the Plan Administrator, shall
    constitute his valid signature for purposes of any transaction the Company
    determines should be executed by means of the Phone System, including, but
    not limited to, enrolling in the Plan, electing contribution rates, making
    investment choices, executing loan documents (if loans are permitted under
    the Plan) and consenting to a withdrawal or distribution. Any election made
    through the Phone System shall be considered submitted to the Plan
    Administrator on the date it is electronically transmitted, unless such
    transmission occurs after the applicable cut off date, as determined by the
    Company in its sole discretion, for the Phone System for that day, in which
    case it will be considered submitted on the next day on which the New York
    Stock Exchange is open for business.

  

  2. Existing
  subsection 2.7 is hereby renumbered 2.8, and new subsection 2.7 is hereby
  added to the Plan:

  
    2.7. Service
    With Sears Canada Inc. Any eligibility service earned by an employee of
    Sears Canada Inc., who subsequently becomes employed by an Employer as
    defined in this Plan, will be recognized under this Plan.

  

  3. Subsection 3.1 is
  hereby revised to read as follows:

  
    3.1 Eligibility
    for Participation. Subject to the terms and conditions of the Plan, each
    Eligible Employee who was a Participant in the Plan immediately prior to the
    Effective Date will continue as such.

    As of January 1,
    2000, each other Eligible Employee will become a "Participant"
    in the Plan on the latest of (i) the date he attains age 21, (ii) the first
    day following the date on which he has completed one Year of Eligibility
    Service, and (iii) the effective date of his election to participate in the
    Plan, provided he is still an Eligible Employee on such date. As of August
    1, 2001, an Eligible Employee will become a "Participant" in the
    Plan on the later of (i) the first day of the third month following the date
    of hire, regardless of age and (ii) the effective date of his election to
    participate in the Plan, provided he is still an Eligible Employee on such
    date. Each employee of an Employer is an "Eligible Employee"
    for any period in which he satisfies all of the following requirements:

    	
        He belongs to
        a group of employees to whom participation in the Plan has been extended
        by the Company ("an eligible group"),

	
        He is not a
        member of a collective bargaining unit, unless the Plan has been
        extended to the collective bargaining unit under a currently effective
        collective bargaining agreement,

	
        He is not a
        person employed outside the United States who is neither a citizen nor a
        resident of the United States, and

	
        He does not
        perform services for an Employer under a contract, agreement or
        arrangement that purports to treat him as either an independent
        contractor or the employee of a leasing organization or agency, even if
        he is subsequently determined (by judicial action or otherwise) to have
        instead been a common law employee of such Employer.

	
        He is not a
        seasonal, temporary or peak employee, nor an intern. (However, if a
        seasonal, temporary, or peak employee is reclassified at a subsequent
        time in his employment with an Employer, then for eligibility purposes
        his original date of hire will be used.)



    For purposes of
    paragraph (a) above, all employees of an Employer will be considered to
    belong to an eligible group unless the Company by written action of the
    Benefits Executive designates certain groups of employees or business units
    as ineligible to participate in the Plan.

    Except as provided
    in subsection 2.3, if a Participant ceases to be an Eligible Employee for
    any reason, including termination of employment, and he again becomes an
    Eligible Employee, he will be eligible to recommence his participation in
    the Plan immediately upon again becoming an Eligible Employee. In the event
    an employee of an Employer or a Related Company who was not an Eligible
    Employee becomes an Eligible Employee, such employee will immediately be
    eligible to commence participation in the Plan if he has completed a Year of
    Eligibility Service and is at least age 21; provided that effective as of
    August 1, 2001, in the event an employee of an Employer or a Related
    Company, who was not an Eligible Employee, becomes an Eligible Employee,
    such employee will immediately be eligible to commence participation in the
    Plan on the first day of the month following the date he becomes an Eligible
    Employee, or if later, the first day of the third month following his date
    of hire.

  

  4. The last four
  sentences of subsection 4.7 are hereby revised to read as follows:

  
    All items in
    categories (a) and (c) that are paid to a Participant during a Plan Year or
    that would have been paid to a Participant during such Plan Year, but for
    his Pre-Tax Contribution election under this Plan (or any other cash or
    deferred arrangement maintained by the Employers and Related Companies), his
    salary reduction election under a cafeteria plan (within the meaning of
    Section 125 of the Code) maintained by an Employer or Related Company, or,
    for Plan Years beginning on or after January 1, 2001, any elective amounts
    under Code Section 132(f)(4)), constitute "Eligible Compensation"
    for such Plan Year. All items in categories (a), (b) and (c) (determined
    prior to any Pre-Tax Contribution election under this Plan (or any other
    cash or deferred arrangement maintained by the Employers and Related
    Companies), any salary reduction election under Section 125 and, for Plan
    Years beginning on or after January 1, 2001, any elective contributions
    under Code Section 132(f)(4)) are considered to constitute
    "Compensation" within the meaning of Treas. Reg. Section
    1.415-2(d) and sections 414(s) and 414(q) of the Code for purposes of
    applying the limits of Section 8 of the Plan. Items in categories (d) and
    (e) are not taken into account for any purpose under this Plan.
    Notwithstanding the foregoing, the term Eligible Compensation shall not
    include amounts paid after the date shown as the Participant's termination
    date on his Employer's payroll records.

  

  5. Subsection 5.1 is
  hereby revised to read as follows:

  
    5.1 Amount of
    Employer Contribution. Subject to the terms and conditions of the Plan,
    including subsection 5.5 and Supplement C hereof, the "Employer
    Contribution" to the Plan for the Plan Year commencing January 1,
    1999, and for each Plan Year thereafter shall be an amount equal to 70
    percent of the Pre-Tax Contributions made on behalf of Participants for such
    Plan Year that do not exceed 5 percent of their Eligible Compensation for
    the Plan Year, excluding (i) Eligible Compensation for any period before
    their "Match Eligibility Date," as defined in subsection 5.6, and
    (ii) Eligible Compensation for the period prior to the date that they become
    Participants in the Plan . Notwithstanding the foregoing, the Employer
    Contribution otherwise required under this subsection 5.1 for any Plan Year
    shall be reduced by the Fair Market Value of the ESOP Common Stock allocated
    to the Accounts of Participants in accordance with paragraph C-8(b) of
    Supplement C. For purposes of calculating the reduction described in the
    preceding sentence, the "Fair Market Value" of the ESOP
    Common Stock allocated to Participant Accounts for each quarter of a Plan
    Year shall be determined as of the last day of such calendar quarter and
    shall have the same meaning as set forth in subsection C-10 of Supplement C.
    The Employer Contribution shall be allocated to Participants' in accordance
    with the provisions of subsection 5.5.

  

  6. Subsection 5.5
  (a) is hereby revised to read as follows:

  
    5.5 Allocation
    of Employer Contribution Among Participants.

    Subject to the terms and conditions of the Plan, including paragraph 7.3(b),
    the Employer Contribution for a Plan Year will be allocated among and
    credited to the Accounts of Participants who made Pre-Tax Contributions
    during such Plan Year and who either:

    

    	
        were in the
        employ of the Employers and Related Companies on December 31 of such
        Plan Year and who have attained the "Match Eligibility Date";
        or

	
        terminated
        employment with all Employers and Related Companies on or after
        attainment of age 55 and completion of 10 or more years of continuous
        service with the Employers, measured from the service date shown on the
        last Employer's payroll records,



    provided that the
    Company, by written action of the Benefits Executive, may waive the
    requirement of paragraph (a) above in the case of Participants who are
    employed by an Employer or a business unit which is sold to or merged or
    combined with another entity or otherwise disposed of in a business
    transaction and whose employment is terminated because of such transaction
    as determined by such Benefits Executive in his sole discretion.

    The allocation of
    the Employer Contribution among Participants under paragraph (a) or (b)
    shall be made pro rata, based upon all of the Participant's Pre-Tax
    Contributions that were made during the Plan Year, that do not exceed 5% of
    the Participant's Eligible Compensation for the Plan Year, excluding (i)
    Eligible Compensation for any period before the Participant's "Match
    Eligibility Date", as defined in subsection 5.6, and (ii) Eligible
    Compensation for the period prior to the date that he becomes a Participant
    in the Plan.

  

  7. Subsections 5.6,
  5.7, and 5.8 are hereby renumbered 5.7, 5.8, and 5.9 and all cross references,
  if any, to subsections 5.6, 5.7 and 5.8 are changed to 5.7, 5.8 and 5.9 and
  new subsection 5.6 is hereby added to the Plan:

  
    5.6 Match
    Eligibility Date. As of August 1, 2001, an Eligible Employee will attain
    his "Match Eligibility Date" after completing a "Year of
    Eligibility Service", as defined in subsection 2.1(a).

    An Eligible
    Employee whose employment is terminated for any reason after having met the
    Year of Eligibility Service requirement and who is subsequently rehired will
    have his Match Eligibility Date immediately reinstated, unless such
    individual is treated as a new employee pursuant to subsection 2.3
    (describing the rule of parity).

  

  8. Subsection 8.7(a)
  is hereby revised to read as follows:

  
    8.7 Section
    401(k)(3) Testing. For any Plan Year beginning on or after January 1,
    1997, the amount by which the average of the Deferral Percentages (as
    defined below) for that Plan Year of each eligible employee who is Highly
    Compensated for that Plan Year (the "Highly Compensated Group
    Deferral Percentage") exceeds the average of the Deferral
    Percentages for that Plan Year of each eligible employee who is not Highly
    Compensated for that Plan Year (the "Non-highly Compensated Group
    Deferral Percentage"), shall be less than or equal to either (i) a
    factor of 1.25 or (ii) both a factor of 2 and a difference of 2. The "Deferral
    Percentage" for any eligible employee for a Plan Year shall be
    determined by dividing his Pre-Tax Contributions (and Qualified Matching
    Contributions, if applicable) for that Plan Year by his Compensation for
    that Plan Year (measured from the date he first becomes eligible to
    participate in the Plan and not the date he actually becomes a participant),
    subject to the following special rules:

    
      (a) any employee
      eligible to participate in the Plan at any time during a Plan Year in
      accordance with subsection 3.1 (without regard to any suspension imposed
      by any other provision hereunder) shall be counted, whether or not any
      Pre-Tax Contributions are made on his behalf for the year, provided,
      however, that if the Company elects, in accordance with Code Section
      401(k)(4)(F), to apply Code Section 410 (b)(4)(B) in determining whether
      the Plan meets Code Section 410(b), the Company may, in determining
      whether the Plan meets the requirements of this Subsection 8.8, exclude
      from consideration all employees (other than highly compensated employees)
      who have not met the minimum age and service requirements of Code Section
      410(a)(1)(A).

    

  

  9. Subsection 8.9(a)
  is hereby revised to read as follows:

  
    8.9 Section
    401(m)(2) Testing. For any Plan Year beginning on or after January 1,
    1997, the amount by which the average of the Contribution Percentages (as
    defined below) for that Plan Year of each eligible employee who is Highly
    Compensated for that Plan Year (the "Highly Compensated Group
    Contribution Percentage") exceeds the average of the Contribution
    Percentages for that Plan Year of each eligible emloyee who is not Highly
    Compensated for that Plan Year (the "Non-highly Compensated Group
    Contribution Percentage") shall be less than or equal to either
    (i) a factor of 1.25 or (ii) both a factor of 2 and a difference of 2. The "Contribution
    Percentage" for any eligible employee for a Plan Year shall be
    determined by dividing his total After-Tax Contributions and Employer
    Contributions (and, if applicable, Qualified Matching Contributions) for
    that Plan Year by his Compensation for that Plan Year (measured from the
    date he first becomes eligible to join the Plan and not the date he actually
    becomes a participant), subject to the following special rules:

    
    
    (a) any employee
    eligible to participate in the Plan at any time during a Plan Year in
    accordance with subsection 3.1 (without regard to any suspension imposed by
    any other provision hereunder) shall be counted, regardless of whether any
    After-Tax, Employer or Qualified Matching Contributions are made by him for
    the year, provided, however, that if the Company elects, in accordance with
    Code Section 401(k)(4)(F), to apply Code Section 410(b)(4)(B) in determining
    whether the Plan meets Code Section 410(b), the Company may, in determining
    whether the Plan meets the requirements of this subsection 8.10, exclude
    from consideration all employees (other than the highly compensated
    employees) who have not met the minimum age and service requirements of Code
    Section 410(a)(1)(A).

    

  

  10. Subsection 10.1
  is hereby revised to read as follows:

  
    10.1 Partial
    Withdrawals from the Plan Without Terminating Employment. No more
    frequently than once in any six month period, a participant may elect to
    withdraw from the Plan, without terminating employment, an amount specified
    by him, which amount shall be no less than $250 (or the remaining balance
    available for withdrawal in the Participant's account if less than $250) and
    shall not exceed the balance of such Participant's Accounts reduced by the
    following:

    	
        Any Employer
        Contributions (and the earnings thereon) contingently allocated under
        paragraph 7.3(b);

	
        If he has not
        participated in the Plan for at least 5 years, an amount equal to the
        Employer Contributions credited to his Accounts for the last two Plan
        Years; and

	
        If he has not
        attained age 59 1/2, all Pre-Tax Contributions and any earnings
        attributable thereto.



    In addition, the
    six month limitation period will not be applicable to a Participant who has
    not attained age 591/2 and is confronted by a Hardship (as defined below).
    Such participant may withdraw any amounts described in Sections 10.1(a)-(c)
    plus his Pre-Tax Contributions (up to the amount required by such Hardship),
    but not the earnings on his Pre-Tax Contributions, provided he has first
    withdrawn all other amounts then available under the Plan. In the event that
    a Participant becomes "permanently and totally disabled," such
    Participant may at any time withdraw his Accounts under the Plan. A
    Participant is "permanently and totally disabled" if he is unable
    to perform each of the material duties of his regular occupation with Sears
    as determined by the Committee on the basis of a written opinion by a
    licensed physician selected by the Committee.

  

  11. Paragraph (a) of
  subsection 11.1 is hereby revised to read as follows:

  
    (a) If the value
    of the Participant's Accounts does not exceed $5,000, his Accounts will be
    distributed to him in a lump sum payment as soon as practicable after the
    Plan's Recordkeeper is notified of his termination of employment.

  

  12. Effective with
  respect to distributions with an annuity starting after the earlier of (i) the
  90th day after the date the Participant has been furnished a
  summary that reflects this item 13 of this Second Amendment and that satisfies
  the requirements of 29 CFR 2520.104b-3 (relating to a summary of material
  modifications) for pension plans, or (ii) the first day of the second Plan
  Year following the Plan Year in which this amendment is adopted, revise
  Supplement G by eliminating subsections (a) through (f) and adding the
  following sentence to the end of the introductory paragraph of Section G-6:

  
    "The only
    form of distribution available under this Supplement G is a single sum lump
    sum distribution."