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Exhibit 4.6

FIFTH AMENDMENT

To

the SEARS 401(k) SAVINGS PLAN

(as amended and restated effective January 1, 2000)


Pursuant to the authority reserved to the
Company at subsection 14.1 of the Sears 401(k) Savings Plan (the
"Plan"), the Plan is hereby amended in the following respects,
effective July 29, 2002, except as otherwise indicated below. This amendment of
the Plan is adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 ("EGTRRA"), and to liberalize the
rules regarding diversification of Plan investments. This amendment is intended
as good faith compliance with the requirements of EGTRRA and is to be construed
in accordance with EGTRRA and guidance issued thereunder.

1. Subsection 4.1 is hereby revised to read as
follows, effective January 1, 2002:


  4.1 Pre-Tax Contributions.

  (a) Subject to the limitations set forth in
  subsections 4.3 and 4.8 and Section 8, the provisions of paragraph 4.1(b),
  below, and such additional rules as the Company from time to time may
  establish on a uniform and nondiscriminatory basis, for any payroll period a
  Participant may elect to have his Eligible Compensation reduced by a whole
  percentage, and a corresponding amount contributed on his behalf to the Plan
  by his Employer as a "Pre-Tax Contribution", which amount
  shall not be less than 1 percent nor more than 50 percent of his Eligible
  Compensation (as defined in subsection 4.7) for that payroll period, provided
  that in the case of a Participant who is a Highly Compensated Employee the
  percentage of Eligible Compensation deferred for any payroll period shall not
  exceed the percentage specified at Supplement K.

  (b) All Participants who are eligible to make
  Pre-Tax Contributions under this Plan pursuant to subsection 4.1(a) and who
  have attained age 50 before the close of the Plan Year shall be eligible to
  make, in addition to the Pre-Tax Contributions described at paragraph 4.1(a),
  "catch-up" Pre-Tax Contributions in accordance with, and subject to
  the limitations of, section 414(v) of the Code and in accordance with such
  additional rules as the Company may establish on a uniform and
  nondiscriminatory basis. Such catch-up Pre-Tax Contributions shall not be
  taken into account for purposes of the limitations described at paragraph
  4.1(a), subsection 4.3 and Supplement K, and the provisions of the Plan
  implementing the required limitations of sections 402(g) and 415 of the Code.
  The Plan shall not be treated as failing to satisfy the provisions of the Plan
  implementing the requirements of sections 401(k)(3), 410(b), or 416 of the
  Code, as applicable, by reason of the making of such catch-up Pre-Tax
  Contributions.

  (c) Any election pursuant to this subsection
  4.1 shall be effective as soon after it is entered into the Phone System as is
  administratively feasible.



2. Subsection 4.3 is revised to read as follows:


  4.3 Total Pre-Tax and After-Tax
  Contributions. Notwithstanding the foregoing provisions of this Section 4,
  other than paragraph 4.1(b), Pre-Tax Contributions made on behalf of a
  Participant and After-Tax Contributions made by such Participant for any
  payroll period may not together exceed 50 percent of
  his Eligible Compensation for such payroll period.





   

3. The last sentence of subsection 4.6 is hereby
deleted and the following sentences added at the end thereof:


  The Plan will accept a direct rollover of an
  eligible rollover distribution from a qualified plan described in section
  401(a) or 403(a) of the Code, an annuity contract described in section 403(b)
  of the Code and an eligible plan under section 457(b) of the Code which is
  maintained by a state, political subdivision of a state, or any agency or
  instrumentality of a state or political subdivision of a state. The Plan will
  also accept a Participant contribution of an eligible rollover distribution
  from a qualified plan described in section 401(a) or 403(a) of the Code, an
  annuity contract described in section 403(b) of the Code, and an eligible plan
  under section 457(b) of the Code which is maintained by a state, political
  subdivision of a state, or any agency or instrumentality of a state or
  political subdivision of a state. The Plan will also accept a Participant
  rollover contribution of the portion of a distribution from an individual
  retirement account or annuity described in section 408(a) or 408(b) of the
  Code that is eligible to be rolled over and would otherwise be includible in
  gross income.



4. Effective for Plan Years beginning after
December 31, 2001, subsection 4.8 is hereby amended by adding the following
sentence at the end of that subsection:


  The annual Eligible Compensation of each
  Participant taken into account in determining allocations under Sections 4 and
  5 of the Plan for any Plan Year beginning after December 31, 2001, shall not
  exceed $200,000, as adjusted for cost-of-living increases in accordance with
  section 401(a)(17)(B) of the Code. Annual Eligible Compensation means Eligible
  Compensation during the Plan Year or such other consecutive 12-month period
  over which Eligible Compensation is otherwise determined under the Plan (the
  determination period). The cost-of-living adjustment in effect for a calendar
  year applies to annual Eligible Compensation for the determination period that
  begins with or within such calendar year.



5. Subsection 6.4 is hereby amended by deleting
the last sentence thereof and adding the following sentence at the end of that
subsection:


  Amounts attributable to Employer Contributions
  invested in the Company Stock Fund may be transferred to other Investment
  Funds, in accordance with the provisions of subsection C-9 of Supplement C,
  provided that, notwithstanding anything herein to the contrary, in no event
  may Employer Contributions (or any earnings thereon) be transferred while
  contingently allocated under paragraph 7.3(b).



6. Effective for limitation years beginning
after December 31, 2001, the first sentence of subsection 8.3 is hereby revised
to read as follows:


  8.3 Limitation on Annual Additions.
  Except to the extent permitted under paragraph 4.1(b) of the Plan and section
  414(v) of the Code, and notwithstanding any other provision of the Plan to the
  contrary, a Participant's Annual Additions (as defined below) for any Plan
  Year shall not exceed an amount equal to the lesser of:




  (a) $40,000, as adjusted for increases in the
  cost-of-living under section 415(d) of the Code; or



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  (b) 100 percent of the Participant's
  Compensation, within the meaning of section 415(c)(3) of the Code (and as
  further defined at subsection 4.7 of the Plan), for the limitation year,
  determined without regard to the limitation under section 401(a)(17) of the
  Code, and calculated as if each Section 415 Affiliate (defined below) were a
  Related Company, reduced by any Annual Additions for the Participant for the
  Plan Year under any other defined contribution plan of an Employer or Related
  Company or Section 415 Affiliate, provided that, if any other such plan has a
  similar provision, the reduction shall be pro rata. The compensation limit
  referred to in (b) shall not apply to any contribution for medical benefits
  after separation from service (within the meaning of section 401(h) or
  419A(f)(2) of the Code) which is otherwise treated as an annual addition.



7. Effective for years beginning after December
31, 2001, subsection 8.6 is hereby revised by adding the following sentence at
the end thereof:


  The limitations and other provisions of this
  subsection 8.6 shall not apply to catch-up Pre-Tax Contributions made pursuant
  to paragraph 4.1(b) of the Plan and section 414(v) of the Code.



8. Subsection 8.9 is hereby revised by adding
the following sentence at the end thereof:


  The multiple use test described in Treasury
  Regulation section 1.401(m)-2 shall not apply for Plan Years beginning after
  December 31, 2001.



9. The introductory language of subsection 11.3
is hereby revised to read as follows:


  11.3 Limits on Commencement and Duration of
  Distributions. The following distribution rules shall be applied in
  accordance with sections 401(a)(9) and 401(a)(14) of the Code and applicable
  regulations thereunder, including the minimum distribution incidental benefit
  requirement of Treas. Reg. Sec. 1.401(a)(9)-2, and shall supersede any other
  provision of the Plan to the contrary except the provisions of subsection
  11.12 (which shall become effective for Plan Years beginning on or after
  January 1, 2003):



10. Effective with respect to distributions made
after December 31, 2001, the following paragraph is added to subsection 11.11:


  Effective with respect to distributions made
  after December 31, 2001, an "eligible retirement plan" shall also
  mean an annuity contract described in section 403(b) of the Code and an
  eligible plan under section 457(b) of the Code which is maintained by a state,
  political subdivision of a state, or any agency or instrumentality of a state
  or political subdivision of a state and which agrees to separately account for
  amounts transferred into such plan from this Plan. The definition of
  "eligible retirement plan" shall also apply in the case of a
  distribution to a surviving spouse, or to a spouse or former spouse who is the
  alternate payee under a qualified domestic relation order, as defined in
  section 414(p) of the Code. Any amount that is distributed on account of
  hardship shall not be an eligible rollover distribution and the distributee
  may not elect to have any portion of such a distribution paid directly to an
  eligible retirement plan. A portion of a distribution shall not fail to be an
  eligible rollover distribution merely because
  the portion consists of after-tax employee contributions which are not
  includible in gross income. However, such portion may be transferred only to
  an individual retirement account or annuity described in section 408(a) or (b)
  of the Code, or to a qualified defined contribution plan



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   described in section
  401(a) or 403(a) of the Code that agrees to separately account for amounts so
  transferred, including separately accounting for the portion of such
  distribution which is includible in gross income and the portion of such
  distribution which is not so includible.



11. The following subsection 11.12 is hereby
added to Section 11 of the Plan, after subsection 11.11, effective for Plan
Years beginning on or after January 1, 2003:


  11.12 Minimum Required Distributions.
  All distributions required under the Plan will be made in accordance with the
  Treasury regulations under section 401(a)(9) of the Internal Revenue Code. The
  requirements of this subsection 11.12 shall take precedence over any
  inconsistent provisions of the Plan.

  (a) Required Beginning Date. The
  Participant's entire interest will be distributed to the Participant no
  later than the Participant's Required Beginning Date, as defined in
  subsection 11.3.

  (b) Death of Participant Before
  Distributions Begin. If the Participant dies before distributions begin,
  the Participant's entire interest will be distributed no later than as
  follows:

  
    (i) If the Participant's surviving spouse
    is the Participant's sole designated Beneficiary, then distribution of the
    Participant's entire interest will be made to the surviving spouse no
    later than December 31 of the calendar year immediately following the
    calendar year in which the Participant died, or December 31 of the calendar
    in which the Participant would have attained age 70-1/2, if later.

    (ii) If the Participant's surviving spouse
    is not the Participant's sole designated Beneficiary, then distribution of
    the Participant's entire interest to the designated Beneficiary will be
    made no later than December 31 of the calendar year immediately following
    the calendar year in which the Participant died.

    (iii) If there is no designated Beneficiary
    as of September 30 of the year following the year of the Participant's
    death, the Participant's entire interest will be distributed no later than
    December 31 of the calendar year containing the fifth anniversary of the
    Participant's death.

    (iv) If the Participant's surviving spouse
    is the Participant's sole designated Beneficiary and the surviving spouse
    dies after the Participant but before distributions to the surviving spouse
    begin, this paragraph 11.12(b) other than paragraph 11.12(b)(i) will apply
    as if the surviving spouse were the Participant.

    (v) For purposes of this paragraph 11.12(b),
    unless paragraph 11.12(b)(iv) apples, distributions are considered to begin
    on the Participant's Required Beginning Date. If paragraph 11.12(b)(iv)
    applies, distributions are considered to begin on the date distributions are
    required to begin to the surviving spouse under paragraph 11.12(b)(i).

  




  (c) Form of Distribution. All
  distributions under this Section 11 shall be made in the form of a lump sum
  and shall be made no later than the
  Required Beginning Date.



12. The following sentence is added at the end
of subsection 13.7:

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  Expenses associated with the investment of
  Plan assets shall include, without limitation, fees paid for investment advice
  provided through on-line financial advisors , which fees shall be
  charged to the accounts of all Participants.

  


13. Effective for Plan Years beginning after
December 31, 2001, the following subsection B-15 is added to Supplement B:


  B-15. EGTRRA Provisions.
  Effective for Plan Years beginning after December 31, 2001, the following
  provisions shall apply for purposes of determining whether the Plan is a
  top-heavy plan, and whether the Plan satisfies the minimum benefits
  requirements of section 416(c) of the Code:

  (a) Key employee. Key employee
  means any employee or former employee (including any deceased employee) who at
  any time during the Plan Year that includes the Determination Date was an
  officer of the Employer having annual Compensation greater than $130,000 (as
  adjusted under section 416(i)(1) of the Code for Plan Years beginning after
  December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of
  the Employer having annual compensation of more than $150,000. For this
  purpose, annual compensation means Compensation within the meaning of section
  415(c)(3) of the Code, and as further described in subsection 4.7. The
  determination of who is a key employee will be made in accordance with section
  416(i)(1) of the Code and the applicable regulations and other guidance of
  general applicability issued thereunder.

  (b) Matching contributions.
  Employer Matching contributions shall be taken into account for purposes of
  satisfying the minimum contribution requirements of section 416(c)(2) of the
  Code and the Plan. The preceding sentence shall apply with respect to Employer
  Contributions that are matching contributions under the Plan or, if the Plan
  provides that the minimum contribution requirement shall be met in another
  plan, such other plan. Employer matching contributions that are used to
  satisfy the minimum contribution requirements shall be treated as matching
  contributions for purposes of the actual contribution percentage test and
  other requirements of section 401(m) of the Code.

  (c) Minimum Benefits for Employees Also
  Covered Under Another Plan. If a Participant is also a Participant
  in the Sears Pension Plan, the top-heavy minimum benefit requirement, if any,
  applicable to such Participant shall be provided under the Sears Pension Plan.



14. Subsection C-9 of Supplement C is hereby
revised to read as follows:


  C-9. Transfer Elections by Participants.
  Notwithstanding any more restrictive provision of the Plan to the contrary, a
  Participant may elect to transfer, in accordance with uniform and
  nondiscriminatory rules established by the Company, all or a portion, of his
  interest in the ESOP, excluding any Employer Contributions (or the earnings
  thereon) contingently allocated under paragraph 7.3(b).



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SUPPLEMENT K



SEARS 401(K) SAVINGS PLAN

Pre-Tax Contribution Limitation

for Highly Compensated Employees


K-1. Application. This Supplement K to
the Sears 401(k) Savings Plan (the "Plan") describes the limitation on
Pre-Tax Contributions that may be made to the Plan by Highly Compensated
Employees pursuant to paragraph 4.1(a) of the Plan.

K-2 Limitation. Subject to the provisions
of paragraph 4.1(b), and such additional rules as the Company from time to time
may establish on a uniform and nondiscriminatory basis, for any payroll period,
a Participant may not elect under subsection 4.1(a) to have his Eligible
Compensation reduced by more than 6 percent.

 

Supplement K