Exhibit 4




Exhibit 4.16

CONSENT IN LIEU OF MEETING

OF

THE BOARD OF DIRECTORS

OF

LANDS' END, INC.


               
The undersigned, being the sole director of the board of directors of Lands'
End, Inc., a Delaware corporation (the "Company"), acting pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware, hereby
adopts, by this written consent, the following resolutions and directs that this
written consent be filed with the minutes of the proceedings of the Board of
Directors of the Company:

FOURTH 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, prior to its acquisition by Sears, Roebuck and Co.
  ("Sears") in June, 2002, the Company had previously offered Plan
  participants the option of investing a portion of their account in shares of
  the common stock of the Company; and

                 
  WHEREAS, the Board continues to believe that it is desirable for Plan
  participants, at their option, to be able to invest a portion of their
  interest in the Plan in qualifying employer securities, and to therefore offer
  Plan participants an investment fund which is invested and reinvested
  primarily in shares on common stock of the Company's parent corporation,
  Sears; 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 the Company by Section 12.1 of the Plan, the Plan is hereby amended,
  effective as of the January 1, 2003, as follows:

  
                   
    1. Section 3.7 of the Plan shall be amended by deleting the phrase
    "Lands' End, Inc. Stock Fund" and replacing it with the phrase
    "Sears Stock Fund".

                   
    2. The final sentence of Section 5.4 shall be amended to read in its
    entirety as follows: "In addition, a "Sears Stock Fund" will
    be offered to participants and such fund shall be invested and reinvested
    primarily in shares of common stock of the company's parent, Sears,
    Roebuck and Co. ("Sears shares"), which constitute
    "qualifying employer securities" under Section 407 (d) (5) of the
    Employee Retirement Income Security Act of 1974, as amended ("ERISA")."

                   
    3. Section 5.5 of the Plan shall be amended to read in its entirety as
    follows:

    
      
        5.5 Investment in Sears Shares. Subject to the
        provisions of section 5.6, participants may elect to have a portion of
        their elective contribution account and employer contribution account
        invested by the trustee in the Sears Stock Fund. For this purpose it is
        intended that the plan be considered an "eligible individual
        account plan" which explicitly provides for the acquisition and
        holding of "qualifying employer securities" (as such term is
        defined in Sections 407 (d) (3) and 407 (d) (5) of ERISA) and that the
        trustee may invest up to one hundred percent of the trust fund held by
        it in Sears shares, to the extent elected by participants. Sears shares
        may be acquired by the trustee through purchases on the open market,
        private purchases, purchases from Sears, Roebuck and Co. of treasury
        shares or authorized but unissued shares, or otherwise. Except with
        respect to Sears shares purchased on the open market, no purchase of
        Sears shares shall be made at a price in excess of the closing price on
        the New York Stock Exchange for Sears shares on the business day on
        which Sears shares were last traded next preceding the date of purchase.
        Pursuant to participant investment elections and pending investment in
        Sears shares, the participant elective contributions, employer matching
        contributions and profit sharing contributions designated for investment
        in the Sears Stock Fund may be temporarily held in cash.

      

    

                   
    4. Section 5.6 of the Plan shall be amended by (i) deleting the last
    sentence in that section, and (ii) deleting every remaining occurrence of
    the phrase "Lands' End, Inc. Stock Fund" and replacing it with
    the phrase "Sears Stock Fund".

  




  
                   
    5. Sections 5.12, 5.13 and 5.14 of the Plan shall be amended to read in
    their entirety as follows:

  



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        5.12 Allocation of Sears Shares. As of each
        accounting date, all Sears shares then held under the Sears Stock Fund
        shall be considered as purchased for the accounts of participants who
        have elected to invest in the Sears Stock Fund to the extent their
        respective accounts can be charged therefore on the basis of the
        established unit value of the Sears Stock Fund as determined by the
        investment manager of the Sears Stock Fund. The interest of a
        participant who has elected to invest in the Sears Stock Fund at any
        time shall be an amount equal to the then value of a unit in the Sears
        Stock Fund, and multiplied by the number of units then credited to such
        participants.

        5.13 Additional Accounting
        Rules

        
        . The following additional accounting rule applies to
        participants who have elected to invest in the Sears Stock Fund and have
        had Sears shares credited to their accounts: if rights or warrants are
        issued with respect to any Sears shares held by the trustee, such rights
        or warrants shall be sold by the trustee and the proceeds thereof shall
        be appropriately reflected in participants' accounts in accordance
        with rules established by the plan administrator and uniformly applied.

        5.14 Voting of Sears
        Shares
        
        
. The trustee shall furnish to each participant who
        has Sears shares credited to his accounts notice of the date and purpose
        of each meeting of the stockholders of the company at which such Sears
        shares are entitled to be voted. The trustee shall request from each
        such participant instructions as to the voting at that meeting of Sears
        shares credited to his accounts. If the participant furnishes such
        instructions to the trustee within the time specified in the
        notification given to him, the trustee shall vote such Sears shares in
        accordance with the participant's instructions, except as may
        otherwise be required by ERISA. Such instructions shall be held in
        confidence and shall not be divulged or released to any person including
        any officer or any other employee of Sears, Roebuck and Co. or of the
        company. All Sears shares credited to accounts as to which the trustee
        does not receive voting instructions as specified above, and all
        unallocated Sears shares held by the trustee, shall be voted by the
        trustee proportionately in the same manner as the trustee votes Sears
        shares to which the trustee has received voting instructions as specified above, except as may
        otherwise be required by ERISA. Similarly, the trustee shall furnish to
        each participant who has Sears shares credited to his accounts notice of
        any tender offer for, or a request or invitation for tenders of Sears
        shares made to the trustee. The trustee shall request from each such
        participant instructions as to the tendering of Sears shares credited to
        his accounts and for this purpose the trustee shall provide participants
        with a reasonable period of time in which they may consider any  

      

    

  



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         such
        tender offer for or request or invitation for tenders of, Sears shares
        made to the trustee. Such instructions shall be held in confidence and
        shall not be divulged or released to any person including any officer or
        any other employee of Sears, Roebuck and Co. or the company. The trustee
        shall tender the Sears shares as to which the trustee has received
        instructions to tender from participants within the time specified by
        the trustee, except as may otherwise be required by ERISA. Sears shares
        credited to accounts as to which the trustee has not received
        instructions from participants shall not be tendered, unless otherwise
        required by ERISA. As to all unallocated Sears shares held by the
        trustee, the trustee shall tender the same proportion thereof as the
        number of allocated shares to be tendered bears to the total number of
        allocated shares (and accordingly with the number of unallocated Sears
        shares not being tendered being the same proportion thereof that the
        number of allocated Sears shares which are not being tendered bears to
        the total number of allocated Sears shares), except as may otherwise be
        required by ERISA. In carrying out the trustee's responsibilities
        hereunder the trustee may rely on information furnished by the plan
        administrator, including the names and current addresses of
        participants, the number of Sears shares credited to their accounts, and
        the number of shares held by the trustee that have not been allocated. 

      

    

    6. Section 6.2 of the Plan shall be amended by (i)
    deleting every occurrence of the phrase "Lands' End, Inc. Stock
    Fund" and replacing it with the phrase "Sears Stock Fund",
    and (ii) deleting every occurrence of the phrase "company shares"
    and replacing it with the phrase "Sears shares".

    7. The headings for Sections 5.5, 5.12 and 5.14
    identified in the Table of Contents shall be amended by deleting every
    occurrence of the phrase "Company Shares" and replacing it with
    the phrase "Sears Shares".

  



               
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.

               
IN WITNESS WHEREOF, the undersigned director of the Company has executed this Consent in Lieu of a Meeting as of this
19th day of December, 2002. 

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      By: /s/Glenn R. Richter

      Name: Glenn R. Richter

      Title: Director





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