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Exhibit 4.2

AMENDMENT TO THE

SEARS 401(k) SAVINGS PLAN

(As Amended and Restated Effective as of January 1, 2001)


THIS INSTRUMENT is made this 26th day
of March, 2001 by Sears, Roebuck and Co. (the "Company").

WHEREAS, the Company maintains the Sears 401(k)
Savings Plan, as amended from time to time (the "Plan"); and

WHEREAS, pursuant to subsection 14.1 of the
Plan, the Company has reserved the right to amend the Plan.

NOW; THEREFORE, effective January 1, 2001, the
Plan is hereby amended as follows:

	By adding the following line to the Index of
    Defined Terms after the line for "Maternity or Paternity Absence";



  "5.9 -- Minimum Employer
  Contribution."



	By adding a new Section 5.9 as follows:



  
  Section 5.9 Minimum Employer Contribution

  
  For each Plan Year, each Employer may make
  contributions to the Plan in the form of employer contributions, in cash or in
  Common Stock, or partially in each, at least equal to a specified dollar
  amount, on behalf of those individuals who are entitled to an allocation of
  Pre-Tax Contributions under Section 4.1 and Employer Contributions under
  Section 5.1. Such Minimum Employer Contribution amount (if any) shall be
  determined separately by each Employer, or its delegatee, by appropriate
  action.

  The Minimum Employer Contribution for a Plan
  Year shall be paid by the Employer in one or more installments without
  interest. The Minimum Employer Contribution shall be deemed to be satisfied
  for the Plan Year as soon as the total of "employer contributions"
  for the Plan Year is at least equal to the amount of the Minimum Employer
  Contribution. For purposes of this Section 5.9, "employer
  contributions" means employer contributions, as defined Section 404 of
  the Code, including, but not limited to, Pre-Tax Contributions and Employer
  Contributions. For purposes of deducting the Minimum Employer Contribution,
  the Employer shall make the contribution not later than the time prescribed by
  the Code for filing the Employer's Federal income tax return including
  extensions, for its taxable year that ends with such Plan Year.
  Notwithstanding any provision of the Plan to the contrary, the Minimum
  Employer Contribution made to the Plan by the Employer shall not revert to, or
  be returned to, the Employer.



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	By adding new Section 5.10 as follows:



  
  Section 5.10 Allocation of Minimum Employer
  Contributions

  
  For each Employer who has made a Minimum
  Employer Contribution for the Plan Year, the Minimum Employer Contribution of
  such Employer shall be allocated to Eligible Participants who are employers of
  such Employer as follows:

  	
      First, the
      Minimum Employer Contribution for the Plan Year shall be allocated during
      the Plan Year to each individual who is an Eligible Participant at any
      time during the Plan Year as Pre-Tax Contributions pursuant to Section 4.1
      and as Employer Contributions pursuant to Section 5.1. These allocations
      shall be made to each such Participant's Pre-Tax Account and Employer
      Contribution Account.

	
      Second, the
      balance of the Minimum Employer Contribution remaining after the
      allocation in Section 5.10(i), above, shall be allocated to the Employer
      Contribution Account of each Non-Highly Compensated Employee who is an
      Eligible Participant at any time during the Plan Year and is employed on
      the last day of the Plan Year, in the ratio that such Eligible
      Participant's Pre-Tax Contributions during the Plan Year bear to the
      Pre-Tax Contributions of all such Eligible Participants during the Plan
      Year.

	
      Third,
      notwithstanding Section 8.3 of the Plan, if the total contributions
      allocated to a Participant's Accounts, including the Minimum Employer
      Contribution, exceed the Participant's maximum Annual Additions limit for
      any Plan Year, then such excess shall be held in a suspense account. Such
      amounts shall be used to reduce employer contributions in the next and
      succeeding Limitation Years.

	
      Fourth, the
      balance of the Minimum Employer Contribution remaining after the
      allocation under Sections 5.10(i), (ii) and (iii), above, shall be
      allocated as a nonelective contribution to each Non-Highly Compensated
      Employee who is an Eligible Participant at any time during the Plan Year,
      in the ratio that such Eligible Participant's Eligible Compensation for
      the Plan Year bears to the Eligible Compensation for the Plan Year of all
      such Eligible Participants. Contributions made pursuant to this Subsection
      5.10(iv) shall be allocated to the Employer Contribution Account of such
      Eligible Participant and are distributable only in accordance with the
      distribution provisions applicable to Employer Contributions. Such
      contributions shall be invested under the Plan in the manner designated by
      such Eligible Participant.

	
      Unless
      immediately allocated upon being contributed in accordance with this
      Section 5.10, each installment of the Minimum Employer 





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    Contribution shall
    be held in a separate, unallocated account until allocated on or before the
    end of the Plan Year in accordance with this Section 5.10. Such suspense
    account shall not participate in the allocation of investment gains, losses,
    income and deductions of the Trust Fund as a whole, but shall be invested
    separately, as directed by the Employer, and all gains, losses, income and
    deductions attributable to such investment shall be applied to reduce Plan
    expenses, and thereafter, to reduce employer contributions.

  

  	
      The Minimum
      Employer Contribution allocated to the Employer Contribution Account of a
      Participant pursuant to Section 5.10(ii) shall be treated in the same
      manner as Employer Contributions for all purposes of the Plan.

	
      Notwithstanding
      any other provision of the Plan to the contrary, any allocation of a
      Pre-Tax Contribution shall be made either under Section 4.1 or this
      Section 5.10, as appropriate, but not both Sections. Similarly, any
      allocation of an Employer Contribution shall be made under either Section
      5.1 or this Section 5.10, as appropriate, but not both Sections.

	
      An
      "Eligible Participant" for purposes of this Section 5.10 is any
      Employee who has satisfied the eligibility requirements of Section 3.1, is
      thereby eligible to make Pre-Tax Contributions, whether or not such
      Employee has elected to make contributions or has completed an enrollment
      form. An Eligible Participant who receives an allocation of a contribution
      under this Section 5.10 shall be treated as a Participant under the Plan
      for all purposes.





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