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Exhibit 4.11


Exhibit D




FOURTH AMENDMENT

TO THE

SEARS 401(K) PROFIT SHARING

TRUST AGREEMENT

(As Amended and Restated effective January 1, 1998)


Pursuant to the authority reserved to the
Company in Section 13.1 of the Sears 401(k) Profit Sharing Trust Agreement (The
"Trust Agreement"), the Trust is hereby amended in the following
respects, effective as of the later of May 10, 2001, or the effective date of
the Investment Committee's initial appointment of the Named Fiduciary (as
described herein):


  1. The Trust Agreement is hereby renamed
  "The Sears 401(k) Savings Plan Trust Agreement."

  2. The definition of
  "Committee" in Section 1 of the Trust Agreement is hereby revised to
  read as follows:

  
    "Committee" or
    "Investment Committee" means the committee responsible for
    appointing the Named Fiduciary (described in Section 13.10 of the Plan) and
    responsible for the matters assigned to it by Section 3.3 of this Trust
    Agreement in accordance with the terms of the Plan and this Trust Agreement,
    the members of which are appointed by the Company.

  

  3. Section 3.3 is hereby revised to read as
  follows:

  
    3.3 Plan Administration,
    Identification of Fiduciaries. The Plan is administered by the Plan
    Administrator or by any duly authorized delegate thereof. Except as
    otherwise provided herein, a committee comprised of one or more members
    appointed by the Company to oversee the investment of the Plan's assets (the
    "Investment Committee") has the authority and responsibility to
    appoint or select trustees, custodians, and the Named Fiduciary described
    herein, to determine the number and type of investment options (including,
    without limitation, the investment style of each investment option, such as
    active or passive management style, growth or value investment orientation
    or large cap or small cap investment orientation) offered under the Plan and
    to exercise investment discretion with respect to the Company Stock Fund and
    the ESOP, to oversee any Participant-directed brokerage accounts, and to
    select mutual funds or a window option of mutual funds ("window
    option") pursuant to and in accordance with the terms of the Plan. The
    Named Fiduciary has the authority and responsibility to select, subject to
    the authority of the Investment Committee set forth in the immediately
    preceding sentence, the investment options offered under the Plan (within
    the categories established by the Investment Committee), to appoint the
    investment manager for each option made available under the Plan (other than
    the ESOP, the Company Stock Fund, any Participant-directed brokerage
    account, or any mutual fund, or window option), to establish 

  






     


  
     investment
    guidelines, proxy voting policies and securities trading and lending
    procedures for the funds for which it is responsible, and to monitor the
    performance of the Trustee and custodian, and of the Investment Managers
    retained by the Named Fiduciary, and the Investment Funds (other than the
    Company Stock Fund, the ESOP, any Participant-directed brokerage account,
    and any mutual fund or window option entirely chosen by the Investment
    Committee). A mutual fund or window option is treated as entirely chosen by
    the Investment Committee if the Committee, rather than the Named Fiduciary,
    directs the Trustee to execute the subscription agreement and all other
    documentation related to the Plan's investment in such mutual fund or window
    option. All directions to the Trustee with respect to investments under the
    Company Stock Fund, the ESOP, any Participant-directed brokerage account, or
    any mutual fund or window option chosen entirely by the Committee, shall be
    made by the Committee, except as otherwise indicated including without
    limitation, in Sections 4.5(m), 4.5A, 5.1 and 5.2. All directions to the
    Trustee with respect to the investment of assets allocated to all other
    investment options under the Plan shall be by the Named Fiduciary or by the
    Investment Manager, appointed by the Named Fiduciary and responsible for the
    investment of the assets allocated to such investment option.

    The Company, the Committee,
    and the Named Fiduciary are "named fiduciaries" of the Plan, as
    described in Section 402 of ERISA. In addition, to the extent permitted
    under ERISA, the term "named fiduciary" shall include each person
    entitled to benefits under the Plan to the extent of his authority to (i)
    exercise shareholder rights, including voting, tender and exchange rights,
    in accordance with Section 7, with respect to Common Stock allocated to his
    account under the Plan and with respect to a proportionate share of the
    unallocated Common Stock and the allocated Common Stock for which other
    participants do not give timely voting instructions to the Trustee in
    accordance with Section 7, or (ii) direct the investment of his accounts
    under the Plan.

  

  4. Sections 4.3 is hereby
  revised to read as follows:

  
    4.3 Investment Funds.
    The Named Fiduciary, from time to time, may direct the Trustee to establish
    one or more Investment Funds under which all or any portion of the Trust
    Fund assets shall be invested in accordance with the directions of an
    Investment Manager appointed by the Named Fiduciary in accordance with
    Section 5.1, or which Investment Funds shall be mutual funds or commingled
    funds selected by the Named Fiduciary. The Committee, from time to time, may
    direct the Trustee to establish, as an Investment Fund, in addition to the
    Company Stock Fund, a mutual fund, or window option of mutual funds under
    which all or any portion of the Trust Fund assets may be invested. Except as
    otherwise provided below, all interest, dividends and other income received
    with respect to, and any proceeds received from the sale or other
    disposition of, securities or other property held in an Investment Fund
    shall be credited to and reinvested in such Investment Fund. The Trustee
    shall be under no duty to review the investment guidelines, objectives and
    restrictions established for any Investment Fund. Subject to the terms of
    the Plan, the Named Fiduciary may

  




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     direct the Trustee to eliminate an
    Investment Fund or Funds selected by the Named Fiduciary, and the Committee
    may direct the Trustee to eliminate an Investment Fund or Funds entirely
    selected by the Investment Committee, and the Trustee shall thereupon
    dispose of or transfer the assets of such Investment Fund and reinvest such
    assets or the proceeds thereof in accordance with the directions of the
    Named Fiduciary or the Committee, as applicable. The Committee or the
    Recordkeeper shall direct the Trustee regarding contributions to, transfers
    to, from or among, and distributions from the Investment Funds, provided,
    however, that the assets of the ESOP portion of the Plan shall be invested
    primarily in Common Stock.

  

  5. The introductory language
  of Section 4.5 is hereby revised to read as follows:

  
    4.5 General Powers.
    Subject to the provisions of Sections 4.3, 4.4 and 5, the Trustee shall have
    the following powers, rights and duties in addition to those provided
    elsewhere in this Trust Agreement or, except to the extent inconsistent
    herewith, by law, which, except as otherwise provided herein, shall be
    exercised on direction of (i) the Committee in the case of the ESOP and
    Company Stock Fund, any Participant-directed brokerage account, or any
    mutual fund, or window option in which the Trustee is directed to invest by
    the Investment Committee, and (ii) the Named Fiduciary or an Investment
    Manager in the case of all other Investment Funds:

  

  6. Paragraph (e) of Section 4.5 is hereby
  revised to read as follows:

  
    To engage in the lending of
    securities to banks, broker-dealers and other borrowers pursuant to
    regulations of the Department of Labor and any other applicable regulatory
    authority and in accordance with a written agreement entered into with the
    Company containing any guidelines and directions provided by the Company,
    and as further supplemented by the Named Fiduciary, and to receive and
    invest collateral provided by the borrower.

  

  7. Paragraph (l) of Section 4.5 is hereby
  revised to read as follows:

  
    (l) To retain or invest any
    reasonable percentage of each Investment Fund in cash or cash equivalents
    (pending other investment, reinvestment or payment of expenses or benefits),
    including, but not limited to, savings accounts, certificates of deposit,
    repurchase agreements (including savings accounts, certificates of deposit
    and repurchase agreements with the Trustee in its banking capacity or its
    affiliates so long as such investments bear a reasonable rate of interest),
    United States Treasury bills, commercial paper and similar types of
    securities and any collective trust or mutual fund maintained by the Trustee
    for the management of cash or cash equivalents; and to sell any such cash
    equivalent instruments. The percentage of assets in each Investment Fund in
    cash or cash equivalents may differ from Fund to Fund and time to time.

  




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  8. Paragraph (o) of Section 4.5 is hereby
  revised to read as follows:

  
    (o) To organize or acquire
    shares of stock issued by one or more corporations each of which shall be
    intended to be exempt from tax under Section 501(c)(2) of the Code.

  

  9. The last two paragraphs of Section 4.5 are
  revised to read as follows:

  
    The Trustee shall transmit
    promptly to the Named Fiduciary, Investment Manager or the Committee, as the
    case may be, all notices of conversion, redemption, tender, exchange,
    subscription, class action, claim in insolvency proceedings or other rights
    or powers relating to any of the Securities or Other Property, held in the
    Trust Fund, which notices are received by the Trustee from its agents or
    custodians, from issuers of the Securities or Other Property in question and
    from the party (or its agents) extending such rights. The Trustee shall have
    no obligation to determine the existence of any conversion, redemption,
    tender, exchange, subscription, class action, claim in insolvency
    proceedings or other right or power relating to any of the Securities or
    Other Property in the Trust Fund of which notice was given prior to the
    purchase of such Securities or Other Property by the Trust Fund, or notice
    was not given within an applicable notice period with respect to such
    Securities or Other Property and shall have no obligation to exercise any
    such right or power unless the Trustee is informed of the existence of the
    right or power.

    The Trustee shall not be
    liable for any untimely exercise or assertion of such rights or powers
    described in the paragraph immediately above in connection with Securities
    or Other Property held in the Trust Fund unless (i) the Trustee or its
    agents or custodians are in actual possession of such Securities or Other
    Property and (ii) the Trustee receives the directions to exercise any such
    rights or powers from the Named Fiduciary, Committee or the Investment
    Manager, as the case may be, and both (i) and (ii) occur at least three
    business days prior to the date on which such rights or powers are to be
    exercised; provided, however, that the Trustee shall not be relieved from
    liability under this paragraph for the untimely assertion of such rights or
    powers due to failure to timely receive direction with respect to any
    Securities or Other Property held in a Separate Investment Account for which
    the Trustee (including SSgA) has been named the Investment Manager.

  

  10. The first clause (i) of paragraph (g) of
  Section 4.6 is hereby revised to read as follows:

  
    Securities or Other Property
    shall be valued at their market values based on information and financial
    publications of general circulation, statistical and valuation services,
    records of security exchanges, appraisals by qualified persons, 

  




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     transactions
    and bona fide offers in assets of the type in question and other information
    customarily used in the valuation of assets ("Pricing Sources"),
    or if market values are not available, at their fair values as provided to
    the Trustee by the party with authority to trade such securities (Named
    Fiduciary, Investment Manager or the Committee, as applicable). The Trustee
    may rely on the prices provided by the Pricing Sources or the Named
    Fiduciary, Investment Manager or the Committee as a certification as to
    value in performing any valuations or calculations required of the Trustee
    under this Trust Agreement.

  

  11. The fifth sentence of Section 4.7 is
  hereby revised to read as follows:

  
    Within forty-five (45) days
    following the close of each calendar year (or following the close of such
    other period as may be agreed upon by the Trustee and the Company) and as
    often as may reasonably be required by the Company and agreed by the
    Trustee, the Trustee shall file with the Company a written account pursuant
    to guidelines provided by the Company and agreed to by the Trustee setting
    forth a description of all securities and other property purchased and sold,
    and all receipts, disbursements and other transactions effected by it upon
    its own authority or pursuant to the directions of the Named Fiduciary,
    Investment Manager or the Committee during such annual or shorter period,
    and showing the securities and other properties held at the end of such
    period, and their current value.

  

  12. The eighth sentence of Section 4.8 is
  hereby revised to read as follows:

  
    In addition, the Trustee is
    authorized to pay from the Trust Fund the Named Fiduciary's fees and all
    reasonable investment manager or investment advisor fees, legal fees,
    actuarial fees, accounting fees, and other reasonable administrative
    expenses incurred by the Employers at the direction of the Committee, or the
    Named Fiduciary (other than with respect to its own fees), as applicable, to
    the extent that they are not paid directly by the Employers.

  

  13. Paragraph (c) of Section 4.10 is hereby
  revised to read as follows:

  
    (c) subject to Section 6.1
    and investment guidelines provided by the Named Fiduciary or Investment
    Committee, as applicable, to diversify the investments of that portion of
    the Trust Fund for which the Trustee has been appointed Investment Manager,
    so as to minimize the risk of large losses, unless under the circumstances
    it is clearly prudent not to do so.

  

  14. New paragraph (d) is added to Section
  4.10:

  
    
      (d) The Trustee shall work with the Named
      Fiduciary to develop a system to prevent the Plan from engaging, or
      continuing to engage, in investment transactions that would violate
      certain provisions of Sections 406 through 408 of ERISA, or Section 4975
      of the Code not otherwise exempt from being a prohibited transaction.

    

  




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  15. Section 5 is hereby revised to read as
  follows:

  
    5.1 Investment
    Managers

    
    
    (a) Pursuant to Section 3.3, the Named
    Fiduciary shall have the authority and responsibility to appoint or remove
    an individual, partnership or corporation (which may be a subsidiary of the
    Company or of any Employer) as an Investment Manager, each of whom shall
    have the power to manage and to direct the Trustee with respect to the
    acquisition and disposal of assets constituting all or a portion of the
    Trust Fund to be known as a "Separate Investment Account" or
    "Account." Each Investment Fund shall constitute a Separate
    Investment Account. Written notice of any such appointment and/or removal
    shall be given to the Trustee and the Investment Manager so appointed or
    removed, and acceptance by any Investment Manager of such appointment shall
    be in writing. An Investment Manager so appointed shall furnish the Trustee
    with the name and specimen signature of each individual who is authorized to
    act on behalf of the Investment Manger. As long as an Investment Manager is
    acting, such Investment Manager shall direct the Trustee to invest and the
    Trustee shall invest the applicable Separate Investment Account in any
    property in which the Trustee could invest under this Trust. Subject to the
    provisions of the applicable investment management agreement, the Investment
    Manager of any Separate Investment Account shall have all of the investment
    powers and duties granted to or imposed on the Trustee under the provisions
    of Section 4.5. Subject to the provisions of Section 7, the
    Investment Manager shall have full authority and the responsibility to
    direct the Trustee with respect to the acquisition, retention, management,
    and disposition of all of the assets from time to time comprising the
    Separate Investment Account being managed by such Investment Manager and the
    voting of proxies thereon, and the Trustee shall have no duty or obligation
    to review the assets from time to time comprising such Separate Investment
    Account, to make recommendations with respect to the investment,
    reinvestment, or retention thereof, nor with respect to the voting of
    proxies thereon, except as would otherwise be required to meet the Trustee's
    obligations under the Trust, ERISA or any other applicable law. Generally,
    the Trustee shall certify the value of any securities or other property held
    in the Separate Investment Account managed by the Investment Manager;
    provided, however, that if the securities or other property cannot be valued
    using the Trustee's normal pricing sources, the Trustee may require the
    Investment Manager, or Named Fiduciary, as the case may be, to provide a
    value. The Trustee shall inform the Named Fiduciary and the Company if the
    Trustee uses an Investment Manager's valuation for a particular security or
    other property. Any fees and expenses of an Investment Manager, except to
    the extent paid by an Employer, shall be paid from the Trust Fund.

    

  




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    (b) Cash received or held by
    the Trustee from time to time for any Separate Investment Account shall be
    fully invested in accordance with the directions of the Investment Manager
    for such Account; provided, however, that in the absence of any affirmative
    directions from such Investment Manager (which may be standing directions),
    the Trustee shall take all reasonable steps to itself act under Section
    4.5(l) in accordance with directions (which may be standing directions) from
    the Named Fiduciary.

    (c) Any direction given to
    the Trustee by an Investment Manager with respect to a Separate Investment
    Account shall either (i) be made in writing or via facsimile or other
    electronic communications as shall be agreed upon by the Investment Manager
    and the Trustee; or (ii) if oral, shall be confirmed in writing or via
    facsimile or other electronic communications as shall be agreed upon by the
    Investment Manager and the Trustee within a reasonable period. The Trustee
    may issue to an Investment Manager security codes or passwords in order that
    the Trustee may verify that certain transmissions of information, including
    directions or instructions have been originated by the Investment Manager.
    To the extent that directions or instructions using such security codes or
    passwords constitute proper directions, Trustee liability associated with
    such directions shall be governed by Section 5.3 of this Trust Agreement.
    Except as otherwise provided in this Trust Agreement, the Investment Manager
    of a Separate Investment Account shall have the power and authority, to be
    exercised in its sole discretion at any time and from time to time, to issue
    orders for the purchase or sale of securities directly to a broker. Written
    notification of the issuance of each such order shall be given promptly to
    the Trustee by the Investment Manager and the confirmation of each such
    order shall be confirmed to the Trustee by the broker. Unless otherwise
    directed by the Investment Manager, such notification shall be authority for
    the Trustee to pay for securities purchased or to deliver securities sold as
    the case may be. Upon the direction of the Investment Manager, the Trustee
    will execute and deliver appropriate trading authorizations, but no such
    authorization shall be deemed to increase the liability or responsibility of
    the Trustee under this Trust Agreement.

    (d) The Trustee may assume
    that any Separate Investment Account previously established and the
    appointment of any Investment Manager for such Separate Investment Account
    continues in force until receipt of written notice to the contrary from the
    Company or the Named Fiduciary. In addition, the Trustee shall have no
    responsibility to invest or manage any asset held in a Separate Investment
    Account unless the Trustee itself has been appointed Investment Manager for
    such Account pursuant to a separate written agreement, in which case it
    shall have the powers and duties of an Investment Manager with regard to
    such Account, in addition to its powers and duties as Trustee.

    

  




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    (e) During any time when
    there is no Investment Manager (including the Trustee if appointed as an
    Investment Manager) appointed with respect to all or part of a Separate
    Investment Account (including without limitation an Investment Fund, the
    Named Fiduciary shall direct the investment and reinvestment of such
    Account. With respect to assets of Separate Investment Accounts over which
    the Named Fiduciary has assumed investment responsibility, the Named
    Fiduciary shall direct the Trustee to invest and the Trustee shall invest
    the applicable Separate Investment Account in any property in which the
    Trustee could invest under this Trust. With respect to any Separate
    Investment Account for which the Named Fiduciary has assumed investment
    responsibility, the Named Fiduciary shall have all of the investment powers
    and duties granted to or imposed on the Trustee under the provisions of
    Section 4.5. Subject to the provisions of Section 7, the Named Fiduciary
    shall have full authority and the responsibility to direct the Trustee with
    respect to the acquisition, retention, management, and disposition of all of
    the assets from time to time comprising the Separate Investment Account
    being managed by the Named Fiduciary and the voting of proxies thereon, and
    the Trustee shall have no duty or obligation to review the assets from time
    to time comprising such Separate Investment Account, to make recommendations
    with respect to the investment, reinvestment or retention thereof nor with
    respect to the voting of proxies thereon, except as would otherwise be
    required to meet the Trustee's obligations under the Trust, ERISA or any
    other applicable law. The Named Fiduciary shall have the powers and duties
    with regard to the manner of giving direction to the Trustee which an
    Investment Manager would have under Section 5.1(c) and the Trustee shall be
    protected to the same extent as if those directions came from an Investment
    Manager.

    

    5.2 Committee Direction.
    Subject to the provisions of Sections 4.5(m), 4.5A, 5.1 and 7, the Committee
    shall have full authority and responsibility to direct the Trustee with
    respect to the acquisition, retention, management, and disposition of all of
    the assets from time to time comprising the Company Stock Fund and the ESOP,
    and the voting of proxies thereon, and the Trustee shall have no duty or
    obligation to review the assets from time to time comprising such Company
    Stock Fund or ESOP, to make recommendations with respect to the investment,
    reinvestment or retention thereof, nor with respect to the voting of proxies
    thereon, except as would otherwise be required to meet the Trustee's
    obligations under the Trust, ERISA or any other applicable law. The
    Committee shall have the powers and duties with regard to the manner of
    giving direction to the Trustee which an Investment Manager would have under
    Section 5.1(c) and the Trustee shall be protected to the same extent as if
    those directions came from an Investment Manager. The Committee may, in its
    discretion (and shall in the case of matters described in Section 4.5(m))
    appoint an Investment Manager (including without limitation SIMCO) to
    exercise the Committee's investment responsibilities with respect to the
    Company Stock Fund and ESOP and to perform those responsibilities described
    in Section 4.5(m). The provisions of 

  




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     Section 5.1 shall apply to such an
    appointment as if the Committee were the Named Fiduciary under those
    provisions.

    5.3 Indemnification of
    Trustee. To the extent not prohibited by applicable law, the Company
    agrees to indemnify the Trustee and hold it harmless from any and all
    liability or expense (including any reasonable legal fees and reasonable
    expenses incurred by the Trustee in its defense if the Company fails to
    provide such defense) which the Trustee may sustain by (a) following any
    proper direction of an Investment Manager, the Recordkeeper, the Company,
    the Committee, the Named Fiduciary or the Plan Administrator made in
    accordance with this Trust, or (b) any failure to act in the absence of
    proper directions from an Investment Manager, the Recordkeeper, the Company,
    the Committee, the Named Fiduciary or the Plan Administrator, provided that
    the Trustee's action or failure to act is otherwise consistent with its
    obligations under ERISA, any other applicable law and the Trust, or (c) out
    of a Plan not qualifying as an ERISA 404(c) plan or the inability of a Plan
    participant or beneficiary to exercise independent control over his account
    within the meaning of 29 C.F.R. Section 2550.404c-1, and provided, further,
    that the Trustee shall not be indemnified if such liability or expense
    results from the Trustee's negligence (whether acting as a trustee, a
    recordkeeper, an investment manager or in any other capacity) or if the
    Trustee (in any capacity) knowingly participates in, or knowingly undertakes
    to conceal an act or omission of such Investment Manager, the Recordkeeper,
    the Company, the Committee, the Named Fiduciary or the Plan Administrator,
    knowing such act or omission to be a breach.

    5.4 Duty of Trustee with
    Respect to Tax Returns and Withholding. The Company, Named Fiduciary,
    each Investment Manager, and the Trustee shall file such descriptions and
    reports and make such other publications, disclosures, registrations and
    other filings as are required of them respectively by ERISA. Until advised
    to the contrary by the Company or otherwise actually notified, the Trustee
    shall assume that the Trust is exempt from Federal, State and local income
    taxes, and shall act in accordance with that assumption. If an investment in
    a Separate Investment Account directed by an Investment Manager creates
    taxable income including but not limited to unrelated business taxable
    income, the Investment Manager (including the Trustee if appointed as an
    Investment Manager), shall notify the Trustee in writing and direct the
    Trustee regarding preparation and filing of any tax returns and payment of
    any income or other tax which may be due. In the absence of such written
    notice and direction, the Trustee shall not be responsible for failing to
    pay any taxes or failing to file any returns with respect to a Separate
    Investment Account unless the Trustee has actual knowledge that an
    investment creates taxable income. So long as the Trustee has been
    separately retained under an agreement to provide Plan participant benefit
    payment services, the Trustee shall withhold any tax which by any present or
    future law is required to be withheld from any payment or distribution under
    the Plan based upon direction provided to the Trustee by the Company or the
    Recordkeeper, unless notified in writing by the Company that another entity
    has assumed responsibility for tax withholding. The Company or 

  




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     the
    Recordkeeper shall provide all information reasonably required by the
    Trustee to enable the Trustee to so withhold.

  

  16. Paragraph (a) of Section 9.2 is hereby
  revised to read as follows:

  
    
      (a) to determine the portion of the Plan
      assets that shall be held in the ESOP portion and the non-ESOP portion of
      the Plan;

    

  

  17. Paragraph (e) of Section 9.2 and the last
  paragraph of Section 9.2 are hereby deleted.

  18. Section 9.3 is hereby revised to read as
  follows:

  
    
    Named Fiduciary, Investment
    Committee, Plan Administrator and Investment Manager Instructions to the
    Trustee. The Company shall certify
    to the Trustee the name of the person or persons empowered to act on behalf
    of the Plan Administrator and the names of the members of the Investment
    Committee acting from time to time, and the Named Fiduciary shall certify to
    the Trustee the name of the person or persons empowered to act on behalf of
    the Named Fiduciary, and the Trustee shall not be charged with knowledge of
    a change in any such person or persons until so notified by the Company or
    Named Fiduciary, as applicable. The Trustee may rely upon an instrument of
    designation signed by an officer of the Company or by one or more of the
    Secretary or members of the Investment Committee, or by such other person or
    persons as shall be designated by either the Plan Administrator or the
    Investment Committee to act on its behalf (or by an officer of the Named
    Fiduciary, as applicable) and filed with the Trustee and shall have no
    responsibility for any action taken by them in accordance with any such
    written direction, or for the failure to act in the absence of such written
    direction. Notwithstanding the foregoing, the Trustee may act on directions
    given by telephone or telephonic means, which directions shall be promptly
    confirmed in writing.

    The Trustee shall be further
    protected in relying upon a certification from an Investment Manager
    appointed pursuant to Section 5.1 or 5.2 as to the person or persons
    authorized to give directions on behalf of such Investment Manager and may
    continue to rely upon such certification until a subsequent certification is
    filed with the Trustee.

  

  19. Section 12 is hereby amended by replacing
  each reference to the "Company" with a reference to the
  "Investment Committee," and by adding the following sentence at the
  end of Section 12.2:

  
    The Investment Committee
    may, upon advance written notice to the Trustee, delegate its authority to
    remove the Trustee to the Named Fiduciary.

  




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