Exhibit 4




Exhibit 4.14

RESOLUTION OF THE RETIREMENT PLAN COMMITTEE

OF

LANDS' END, INC.


               
Acting pursuant to its authority under Section 10.1(g) of the Lands'End, Inc.
Retirement Plan ("Plan"), the Retirement Plan Committee of Lands'
End, Inc., as administrator of the Plan, hereby adopts the following:

SECOND AMENDMENT TO THE

LANDS' END, INC. RETIREMENT PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)


  
                   
    WHEREAS, Lands' End, Inc. (the "Company") has heretofore adopted
    and maintains the Lands' End, Inc. Retirement Plan, as amended and
    restated effective January 1, 1997 (the "Plan"), for the benefit
    of employees of the Company; and

                   
    WHEREAS, Section 12.1 of the Plan retains for the Company the right to amend
    the Plan from time to time; and

                   
    WHEREAS, pursuant to Section 10.1(g) of the Plan, the Plan administrator is
    empowered to "make such amendments and modifications to the plan as
    shall be reasonably necessary to establish and maintain the plan's
    qualified status under Section 401(a) of the [Internal Revenue] Code";
    and

                   
    WHEREAS, amendment of the Plan is now considered desirable to incorporate
    certain changes required or permitted by the Economic Growth and Tax Relief
    Reconciliation Act of 2001 ("EGTRRA"); and

                   
    WHEREAS, 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; and

                   
    WHEREAS, this amendment shall supersede the provisions of the Plan to the
    extent those provisions are inconsistent with the provisions of this
    Amendment.

                   
    NOW, THEREFORE, IT IS RESOLVED by virtue and in exercise of the power
    reserved to (i) the Company by the Section 12.1 of the Plan, and (ii) the
    retirement plan committee (as Plan administrator) under Section 10.1(g) of
    the Plan, the Plan is hereby amended, effective as of the January 1, 2002,
    or as otherwise provided herein with respect to certain designated sections,
    in the following particulars:

  






                   
    1. Effective January 1, 2003, the second sentence of Section 3.1 of the Plan
    is hereby amended by replacing the existing language with the following:

  
    
      
        "No participant shall be permitted to have
        elective contributions made under the plan, or any other qualified plan
        maintained by an employer during any taxable year, in excess of the
        dollar limitation contained in Section 402(g) of the Code in effect for
        such taxable year, except to the extent permitted under section 3.8 and
        Section 414(v) of the Code, if applicable."

      

    

                   
    2. Section 3.4(e) of the Plan is hereby amended by replacing the existing
    language with the following:

    
      
        "The annual compensation of each participant
        taken into account in determining allocations for any plan year
        beginning after December 31, 2001, that exceeds $200,000, as adjusted
        for cost-of-living increases in accordance with Section 401(a)(17)(B) of
        the Code. Annual compensation means compensation during the plan year or
        such other consecutive 12-month period over which compensation is
        otherwise determined under the plan (the "determination period").
        The cost-of-living adjustment in effect for a calendar year applies to
        annual compensation for the determination period that begins with or
        within such calendar year."

      

    

                   
    3. Effective January 1, 2003, Section 3.8 of the Plan is hereby established
    as follows:

    
      
        "All participants who have attained age 50
        before the close of the plan year shall be eligible to make 'catch-up
        contributions' in accordance with, and subject to the limitations of,
        Section 414(v) of the Code. Such 'catch-up contributions' shall not be
        taken into account for purposes of the provisions of the plan
        implementing the required limitations of Sections 402(g) and 415 of the
        Code. Further, the plan shall not be treated as failing to satisfy the
        provisions of the plan implementing the requirements of Sections
        401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
        applicable, by reason of the making of such 'catch-up contributions.'
        Notwithstanding anything to the contrary herein, catch-up contributions
        shall not be considered participating elective contributions (as defined
        in section 3.1) for purposes of calculating employer matching
        contributions (as described in section 4.1(a)). The plan administrator
        may, from time to time, establish such rules and procedures as it deems
        appropriate to administer catch-up contributions."

      

    

  



        2




  
                   
    4. Effective January 1, 2003, the first sentence of Section 8.2 of the plan
    is hereby amended by replacing the existing language with the following:

    
      
        "Except to the extent permitted under section
        3.8 of the plan and Section 414(v) of the Code, if applicable, if a
        participant in the plan is not covered by a defined benefit plan
        maintained by an employer, the annual addition that may be contributed
        or allocated to a participant's account under the plan for any
        limitation year shall not exceed the lesser of $40,000, as adjusted for
        increases in the cost-of-living under Section 415(d) of the Code, or 100
        percent of the participant's compensation, within the meaning of section
        415(c)(3) of the Code (and as further defined at section 3.4 of the
        Plan),for the limitation year. 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 Section
        419A(f)(2) of the Code) which is otherwise treated as an annual
        addition."

      

    

                   
    5.  Effective for Plan Years beginning after December 31, 2001, section
    13.5 EGTRRA Provisions of the Plan is hereby established and the following
    provisions shall apply for purposes for determining whether the Plan is a
    top-heavy plan:

    
      
        (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 determinate 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 section 3.4. The determination of who is a key employee
        will be made in accordance with section 416(i)(l) 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 retirement 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 

      

    

  



        3




  
    
      
        purposes of the actual contribution
        percentage test and other requirements of section 401(m) of the Code.

      

    

                   
    FURTHER RESOLVED that the Plan committee and other appropriate officers of
    the Company be, and they hereby are, authorized to take any and all other
    actions reasonably necessary or advisable in order to carry out the purpose
    of the foregoing resolution.

  



The foregoing resolutions were adopted by the Retirement Plan
Committee of Lands' End, Inc. as of this 19th day of December, 2002.



	
      /s/ Kelly Ritchie

      Kelly Ritchie

      Sr. Vice President, Employee Services
	
      /s/ Donald R. Hughes

      Donald R. Hughes

      Sr. Vice President, CFO

	 	 
	
      /s/ Francis P. Schaecher

      Francis P. Schaecher

      Sr. Vice President, Operations
	
      /s/ Mary Ann Reichling

      Mary Ann Reichling

      Manager, Compensation & Benefits

	 	 
	
      /s/ Joseph D. Meudt

      Joseph D. Meudt

      Retirement Plan Committee Member
	
      /s/ Donald Parks

      Donald Parks

      Retirement Plan Committee Member





4