##### 



Exhibit 10(c)

ACKNOWLEDGEMENT AND EXTENSION AGREEMENT

Dated as of August 19, 2003

To the Lenders parties to
The Credit Agreement
Referred to below and
Citibank N.A., as Agent

Ladies and Gentlemen:

Reference is made to the 364-Day Credit Agreement, dated as of February
24, 2003 (the Credit Agreement; capitalized terms not otherwise defined in
this Acknowledgement and Extension Agreement have the same meanings as
specified in the Credit Agreement), among Sears Roebuck Acceptance Corp. (the
Borrower), the lenders parties thereto, Bank One, NA, as syndication agent,
Barclays Bank PLC and Bank of America, N.A., as documentation agents, Salomon
Smith Barney Inc. and Banc One Capital Markets, Inc., as joint lead arrangers
and joint bookrunners, and Citibank, N.A., as administrative agent.

Sears, Roebuck and Co. has announced that it has contracted to sell its
Credit and Financial Products business unit (including the assets associated
with such business unit) to Citigroup (or any of its subsidiaries) (the
Sale). The Borrower has determined that (i) as a result of the Sale, the
aggregate Commitments under the Credit Agreement will be more than will be
required for the ongoing financing needs of the Borrower and (ii) it is
advisable to request that, effective upon consummation of the Sale, the
Termination Date be extended to May 24, 2004.

Subject to the condition that the Required Lenders shall have executed and
returned this Acknowledgement and Extension Agreement to the Agent as provided
herein (the Agreement Effectiveness), the Lenders, Borrower and Citibank
N.A., as Agent, hereby agree as follows:

(1)  Reduction of Commitment. Subject to the Agreement Effectiveness, the
Borrower hereby gives irrevocable notice, pursuant to Section 2.04(a) of the
Credit Agreement that, effective on the date that is thirty (30) days after the
date on which the Sale or substantially all of the Sale is consummated, the
respective Commitments of the Lenders shall be permanently reduced ratably in
an aggregate amount of $1,000,000,000.

(2)  Extension of Termination Date. Notwithstanding anything in Section
2.17 of the Credit Agreement to the contrary but subject to the conditions set
forth in Section 3.02 of the Credit Agreement (taking into account the
Agreement Effectiveness), the Lenders that have duly executed and returned this
Acknowledgement and Extension Agreement irrevocably consent to the extension of
the Termination Date (as it relates solely to the Commitment (after giving
effect to the reduction contemplated above) of each such consenting Lender) to
May 24, 2004, such extension being subject to the Sale or substantially all of
the Sale being consummated. For the avoidance of doubt, Lenders that have duly
executed this Acknowledgement and Extension Agreement shall be deemed to be
Consenting Lenders pursuant to Section 2.17 of the Credit Agreement and Lenders
that have not executed this Acknowledgement and Extension Agreement shall be
deemed to be Non-Consenting Lenders thereunder and the extension of the
Termination Date shall not apply with respect to the Commitment of such
Lenders. Except as expressly provided in this paragraph (2), the provisions of
Section 2.17 shall continue to be, and shall remain, in full force and effect,
including without limitation with respect to the extension of any Termination
Date occurring after February 23, 2004. Subject to (x) the Agreement
Effectiveness
and (y) the Sale or substantially all of the Sale being consummated, the
Borrower agrees that it will not exercise the Term Loan Election before
February 24, 2004.





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##### 



(3)  Maturity Date in Case of Term Loan Election. The Borrower hereby
acknowledges and agrees that, subject to the Sale or substantially all of the
Sale being consummated, if the Term Loan Election is exercised pursuant to
Section 2.05 of the Credit Agreement, the Maturity Date shall be November 25,
2004.

Each party executing this Acknowledgement and Extension Agreement is asked
to (i) return two counterparts hereof to Susan L. Hobart, Shearman & Sterling
LLP, 599 Lexington Avenue, New York, New York 10022 and (ii) fax a copy of the
executed Acknowledgement to Susan L. Hobart (tel. 212-848-7847; fax
646-848-7847), in each case on or before the Return Date.

This Acknowledgement and Extension Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same document. Delivery of an
executed counterpart of this Acknowledgement and Extension Agreement by
telecopier shall be effective as delivery of a manually executed counterpart
hereof.

This Acknowledgement and Extension Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

Very truly yours,

|                               |  |                                       |  |     |  |                                                  
|------------------------------ |  | ------------------------------------- |  | --- |  | -------------------------------------------------
|SEARS ROEBUCK ACCEPTANCE CORP. |  | SEARS, ROEBUCK AND CO.               
|                               |  |                                       |  |     |  |                                                  
|By:                            |  | /s/ Keith E. Trost                    |  | By: |  | /s/ Glenn R. Richter                             
|                               |  |                                       |  |     |  |                                                  
|                               |  | Name: Keith E. Trost
Title: President |  |     |  | Name: Glenn R. Richter
Title: Senior V.P. and CFO

ACKNOWLEDGED AND AGREED AND COMMITMENT
EXTENSION APPROVED:BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH

|    |  |                                                 |  |     |  |                                                 
|--- |  | ----------------------------------------------- |  | --- |  | ------------------------------------------------
|By: |  | /s/ Francesco Di Mario                          |  | By: |  | /s/ Carlo Vecchi                                
|    |  |                                                 |  |     |  |                                                 
|    |  | Name: Francesco Di Mario 
Title: Vice President |  |     |  | Name:  Carlo Vecchi
Title: Senior Vice President





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##### 



|                                              |                           |                       | 
|--------------------------------------------- | ------------------------- | --------------------- | 
|BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH |                          
|By:                                           | /s/ Hector J. Gonzalez    |                      
|                                              | Name:                     | Hector J. Gonzalez    | 
|                                              | Title:                    | Vice President        | 
|                                             
|BANK OF AMERICA, N.A.                         |                          
|By:                                           | /s/ Kimberley A. Whitney  |                      
|                                              | Name:                     | Kimberley A. Whitney  | 
|                                              | Title:                    | Managing Director     | 
|                                             
|BANK HAPOALIM.B.M.                            |                          
|By:                                           | /s/ Marc Bosc             |                      
|                                              | Name:                     | Marc Bosc             | 
|                                              | Title:                    | Vice President        | 
|                                             
|THE BANK OF NEW YORK                          |                          
|By:                                           | /s/ Randolph E.J. Medrano |                      
|                                              | Name:                     | Randolph E.J. Medrano | 
|                                              | Title:                    | Vice President        | 
|                                             
|THE BANK OF NOVA SCOTIA                       |                          
|By:                                           | /s/ Nadine Bell           |                      
|                                              | Name:                     | Nadine Bell           | 
|                                              | Title:                    | Sr. Manager           | 



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##### 



|                                    |                        |                          | 
|----------------------------------- | ---------------------- | ------------------------ | 
|BANK ONE N.A.                       |                       
|By:                                 | /s/ Vincent R. Henchek |                         
|                                    | Name:                  | Vincent R. Henchek       | 
|                                    | Title:                 | Director                 | 
|                                   
|BARCLAYS BANK PLC                   |                       
|By:                                 | /s/ John Giannone      |                         
|                                    | Name:                  | John Giannone            | 
|                                    | Title:                 | Director                 | 
|                                   
|BEAR STEARNS CORPORATE LENDING INC. |                       
|By:                                 | /s/ Keith C. Barnish   |                         
|                                    | Name:                  | Keith C. Barnish         | 
|                                    | Title:                 | Executive Vice President | 
|                                   
|BMO NESBITT BURNS FINANCING, INC.   |                       
|By:                                 | /s/ Joseph W. Linder   |                         
|                                    | Name:                  | Joseph W. Linder         | 
|                                    | Title:                 | Vice President           | 
|                                   

BNP PARIBAS

|    |  |                                                   |  |     |  |                                     
|--- |  | ------------------------------------------------- |  | --- |  | ------------------------------------
|By: |  | /s/ Peter Labrie                                  |  | By: |  | /s/ Rosalie Hawley                  
|    |  |                                                   |  |     |  |                                     
|    |  | Name: Peter Labrie 
Title: Central Region Manager |  |     |  | Name: Rosalie Hawley
Title: Director



---



##### 



|                                                     |  |                                                    |  |     |  |                                               
|---------------------------------------------------- |  | -------------------------------------------------- |  | --- |  | ----------------------------------------------
|CIBC                                                
|                                                     |  |                                                    |  |     |  |                                               
|By:                                                  |  | /s/ Dominic J. Sorresso

Name: Dominic J. Sorresso |  |     |  |                                               
|                                                     |  | Title: Executive Director                          |  |     |  |                                               
|                                                     |  | CIBC World Markets Corp., as Agent                 |  |     |  |                                               
|                                                     |  |                                                    |  |    
|CITIBANK, N.A                                       
|                                                     |  |                                                    |  |     |  |                                               
|By:                                                  |  | /s/ Judith Green
Name: Judith Green                |  |    
|                                                     |  | Title: Vice President                              |  |     |  |                                               
|                                                    
|DEUTSCHE BANK AG NEW YORK BRANCH                    
|                                                     |  |                                                    |  |     |  |                                               
|By:                                                  |  | /s/ Thomas A. Foley

Name: Thomas A. Foley         |  | By: |  | /s/ Patrick Dutilly
Name: Patrick Dutilly     
|                                                     |  | Title: Director                                    |  |     |  | Title: Director                               
|                                                     |  |                                                    |  |     |  |                                               
|DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
|                                                     |  |                                                    |  |     |  |                                               
|By:                                                  |  | /s/ Deborah Carlson
Name: Deborah Carlson          |  | By: |  | /s/ Stephen Kovach
Name: Stephen Kovach       
|                                                     |  | Title: Director                                    |  |     |  | Title: Vice President                         
|                                                     |  |                                                    |  |     |  |                                               
|FLEET NATIONAL BANK                                 
|                                                     |  |                                                    |  |     |  |                                               
|By:                                                  |  | /s/ Bethany R. Halligan

Name: Bethany R. Halligan |  | By: |  | /s/ Stephen J. Garvin

Name: Stephen J. Garvin
|                                                     |  | Title: Managing Director                           |  |     |  | Title: Managing Director                      



---



##### 



|                               |  |                                                      |  |     |  |                        
|------------------------------ |  | ---------------------------------------------------- |  | --- |  | -----------------------
|FIFTH THIRD BANK              
|                               |  |                                                      |  |     |  |                        
|By:                            |  | /s/ Christopher D. Jones

Name: Christopher D. Jones |  |     |  |                        
|                               |  | Title: Vice President                                |  |     |  |                        
|                               |  |                                                      |  |     |  |                        
|FIRST HAWAIIAN BANK           
|                               |  |                                                      |  |     |  |                        
|By:                            |  | /s/ Charles L. Jenkins

Name: Charles L. Jenkins     |  |     |  |                        
|                               |  | Title: Vice President, Manager                       |  |     |  |                        
|                               |  |                                                      |  |     |  |                        
|HSBC BANK USA                 
|                               |  |                                                      |  |     |  |                        
|By:                            |  | /s/ Robert Corder
Name: Robert Corder                |  |     |  |                        
|                               |  | Title: First Vice President                          |  |     |  |                        
|                               |  |                                                      |  |     |  |                        
|HSH NORDBANK , NEW YORK BRANCH
|                               |  |                                                      |  |     |  |                        
|By:                            |  | /s/ Drew von Glahn
Name: Drew von Glahn              |  | By: |  | /s/ Amy Lu
Name: Amy Lu
|                               |  | Title: Senior Vice President                         |  |     |  | Title: AVP             
|                               |  | Head of Corporate Banking                            |  |     |  |                        
|                               |  |                                                      |  |     |  |                        
|HUNTINGTON NATIONAL BANK      
|                               |  |                                                      |  |     |  |                        
|By:                            |  | /s/ Pamela LeRose
Name: Pamela LeRose                |  |     |  |                        
|                               |  | Title: Vice President                                |  |     |  |                        





---



##### 



|                             |  |                                                         |  |  |  | 
|---------------------------- |  | ------------------------------------------------------- |  |  |  | 
|KEYBANK NATIONAL ASSOCIATION
|                             |  |                                                         |  |  |  | 
|By:                          |  | /s/ David J. Wechter

Name: David J. Wechter            |  |  |  | 
|                             |  | Title: Vice President                                   |  |  |  | 
|                             |  |                                                         |  |  |  | 
|MELLON BANK, N.A            
|                             |  |                                                         |  |  |  | 
|By:                          |  | /s/ Mark F. Johnston

Name: Mark F. Johnston            |  |  |  | 
|                             |  | Title: Vice President                                   |  |  |  | 
|                             |  |                                                         |  |  |  | 
|MERRILL LYNCH BANK USA      
|                             |  |                                                         |  |  |  | 
|By:                          |  | /s/ Louis Alder
Name: Louis Alder
Title: Vice President |  |  |  | 
|                             |  |                                                         |  |  |  | 
|MORGAN STANLEY BANK         
|                             |  |                                                         |  |  |  | 
|By:                          |  | /s/ Jaap L. Tonckens

Name: Jaap L. Tonckens            |  |  |  | 
|                             |  | Title: Vice President                                   |  |  |  | 
|                             |  |                                                         |  |  |  | 
|NATIONAL CITY BANK          
|                             |  |                                                         |  |  |  | 
|By:                          |  | /s/ Brian T. Strayton

Name: Brian T. Strayton          |  |  |  | 
|                             |  | Title: Vice President                                   |  |  |  | 





---



##### 



|                                    |  |                                              |  |     |  |                                            
|----------------------------------- |  | -------------------------------------------- |  | --- |  | -------------------------------------------
|THE NORTHERN TRUST COMPANY         
|                                    |  |                                              |  |     |  |                                            
|By:                                 |  | /s/ Craig Smith
Name: Craig Smith            |  |     |  |                                            
|                                    |  | Title: Vice President                        |  |     |  |                                            
|                                    |  |                                              |  |     |  |                                            
|PNC BANK, N.A                      
|                                    |  |                                              |  |     |  |                                            
|By:                                 |  | /s/ Hana M. Deiter
Name: Hana M. Deiter      |  |     |  |                                            
|                                    |  | Title: Vice President                        |  |     |  |                                            
|                                    |  |                                              |  |     |  |                                            
|ROYAL BANK OF CANADA               
|                                    |  |                                              |  |     |  |                                            
|By:                                 |  | /s/ Scott Umbs
Name: Scott Umbs              |  |     |  |                                            
|                                    |  | Title: Authorized Signatory                  |  |     |  |                                            
|                                    |  |                                              |  |     |  |                                            
|STATE STREET BANK AND TRUST COMPANY
|                                    |  |                                              |  |     |  |                                            
|By:                                 |  | /s/ Juan G. Sierra

Name: Juan G. Sierra     |  |     |  |                                            
|                                    |  | Title: Assistant Vice President              |  |     |  |                                            
|                                    |  |                                              |  |     |  |                                            
|UBS AG, CAYMAN ISLANDS BRANCH      
|                                    |  |                                              |  |     |  |                                            
|By:                                 |  | /s/ Patricia OKicki

Name: Patricia OKicki |  | By: |  | /s/ Luke Goldsworthy
Name: Luke Goldsworthy
|                                    |  | Title: Director                              |  |     |  | Title: Associate Director                  
|                                    |  |                                              |  |     |  | Banking Products Services, US              





---



##### 



|                                                                         |  |                                                                             |  |     |  |                                                 
|------------------------------------------------------------------------ |  | --------------------------------------------------------------------------- |  | --- |  | ------------------------------------------------
|U.S. BANK NATIONAL ASSOCIATION                                          
|                                                                         |  |                                                                             |  |     |  |                                                 
|By:                                                                      |  | /s/ John Franceschi
Name: John Franceschi                                   |  |     |  |                                                 
|                                                                         |  | Title: Vice President                                                       |  |     |  |                                                 
|                                                                         |  |                                                                             |  |     |  |                                                 
|WACHOVIA BANK, NATIONAL ASSOCIATION                                     
|                                                                         |  |                                                                             |  |     |  |                                                 
|By:                                                                      |  | /s/ Beth Rue
Name: Beth Rue                                                 |  |     |  |                                                 
|                                                                         |  | Title: Associate                                                            |  |     |  |                                                 
|                                                                         |  |                                                                             |  |     |  |                                                 
|WELLS FARGO BANK, NATIONAL ASSOCIATION                                  
|                                                                         |  |                                                                             |  |     |  |                                                 
|By:                                                                      |  | /s/ Charles W. Reed

Name: Charles W. Reed                                  |  | By: |  | /s/ Melissa F. Nachman

Name: Melissa F. Nachman
|                                                                         |  | Title: Vice President                                                       |  |     |  | Title: Vice President                           
|                                                                         |  |                                                                             |  |     |  |                                                 
|WESTLB AG (f/k/a/ WESTDEUTSCHE LANDESBANK GIROZENTRALE), NEW YORK BRANCH
|                                                                         |  |                                                                             |  |     |  |                                                 
|By:                                                                      |  | /s/ Salvatore Battinelli
Name: Salvatore Battinelli                         |  | By: |  | /s/ Barry Wadler
Name: Barry Wadler             
|                                                                         |  | Title: Managing Director                                                    |  |     |  | Title: Associate Director                       
|                                                                         |  |                                                                             |  |     |  |                                                 
|WILLIAM STREET COMMITMENT CORPORATION                                   
|                                                                         |  |                                                                             |  |     |  |                                                 
|By:                                                                      |  | /s/ Jennifer M. Hill

Name: Jennifer M. Hill
Title: Chief Financial Officer |  |     |  |