SEARS ROEBUCK & CO
REGISTRANT'S SUPPLEMENTAL 401(K) SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>6
<FILENAME>c75342exv10w21.htm
<DESCRIPTION>REGISTRANT'S SUPPLEMENTAL 401(K) SAVINGS PLAN
<TEXT>
<HTML>
<HEAD>
<TITLE>Registrant's Supplemental 401(k) Savings Plan</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.21</B></FONT>

<P align="center"><FONT size="2">Sears Supplemental 401(k) Savings Plan
</FONT>

<P align="center"><FONT size="2">SECTION 1
</FONT>

<P align="center"><FONT size="2">General
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;&nbsp;&nbsp;History, Purpose and Effective Date. Sears, Roebuck and Co. (the
&#147;Company&#148;) has established the Sears 401(k) Savings Plan (the &#147;401(k) Plan&#148;)
formerly known as the Sears 401(k) Profit Sharing Plan, formerly known as the
Savings and Profit Sharing Fund of Sears Employees, to encourage eligible
employees to save a portion of their earnings, to accumulate capital for their
future economic security, to share in the profits of the Company, and to
acquire a proprietary interest in the Company. The Company established as of
January 1994, the Sears Supplemental 401(k) Savings Plan, formerly known as the
Sears, Roebuck and Co. Management Supplemental Deferred Profit Sharing Plan
(the &#147;Plan&#148;) to enable certain highly-compensated participants in the 401(k)
Plan to receive the maximum amount of Company matching contributions they would
have been entitled to receive under the 401(k) Plan had the limit on
compensation permitted to be taken into account, with respect to the 401(k)
Plan, under section 401(a)(17) of the Internal Revenue Code of 1986, as amended
(the &#147;Code&#148;) not been reduced effective January&nbsp;1, 1994. The Plan is intended
to constitute a plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly-compensated employees
within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;). The
</FONT>
<P align="center"><FONT size="2">- 1 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">following provisions constitute an amendment, restatement and continuation
of the Plan effective as of January&nbsp;1, 2001.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;&nbsp;&nbsp;Administration. (a)&nbsp;The Company is the Plan Administrator of the
Plan. The Plan Administrator may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any such
delegation may be revoked at any time. The Secretary of the Company (or, on
behalf of the Company, an Assistant Secretary) shall certify to any interested
person the names of the employees of the Company who are, from time to time,
authorized to act on behalf of the Plan Administrator and who are responsible
for the day-to-day operation and administration of the Plan. Any
interpretation of the Plan or factual finding by the Plan Administrator or its
delegate and any decision made by the Plan Administrator or its delegate on any
other matter within its discretion is final and binding on all persons.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; The Plan Administrator hereby delegates to the plan administrator of
the 401(k) Plan the power and responsibility to take all actions assigned to or
permitted to be taken by the Plan Administrator under Sections&nbsp;3 and 4 hereof
until such time the delegation is revoked.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3&nbsp;&nbsp;&nbsp;Plan Year. The term &#147;Plan Year&#148; means the calendar year.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.4&nbsp;&nbsp;&nbsp;Source of Benefit Payments. Any amount payable to or on account of a
Participant under this Plan shall be paid from the general assets of the
Company or from one or more trusts, the assets of which are subject to the
claims of the Company&#146;s general creditors. The amounts payable hereunder shall
be reflected on the accounting records of the Company but shall not be
</FONT>
<P align="center"><FONT size="2">- 2 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">construed to create, or require the creation of, a trust, custodial or
escrow account. None of the individuals entitled to benefits under the Plan
shall have any preferred claim on, or any beneficial ownership interest in, any
assets of the Company or to any investment reserves, accounts, trusts or funds
that the Company may purchase, establish or accumulate to aid in providing the
benefits under the Plan, and any rights of such individuals under the Plan
shall constitute only unsecured contractual rights. Nothing contained in the
Plan shall constitute a guarantee by the Company that the assets of the Company
shall be sufficient to pay any benefits to any person. The Plan and any action
taken pursuant to its provisions shall not create a trust or fiduciary
relationship of any kind between the Company and an employee or any other
person, or between any person who may perform services on behalf of the Plan
and any other person.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.5&nbsp;&nbsp;&nbsp;Expenses. The expenses of administering the Plan shall be borne by
the Company.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.6&nbsp;&nbsp;&nbsp;Effect on Other Benefit Plans. Any amounts credited or paid under
this Plan shall not be considered to be compensation for the purposes of any
qualified plan (within the meaning of section 401(a) of the Code) maintained by
the Company or any of its subsidiaries. The treatment of such amounts under
other employee benefit plans shall be pursuant to the provisions of such plans.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.7&nbsp;&nbsp;&nbsp;Applicable Laws. The Plan shall be construed and administered in
accordance with the laws of the state of Illinois.
</FONT>
<P align="center"><FONT size="2">- 3 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.8&nbsp;&nbsp;&nbsp;Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.9&nbsp;&nbsp;&nbsp;Notices. Any notice or document required to be given to or filed with
the Plan Administrator will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the plan administrator of the 401(k) Plan,
at the Company&#146;s principal executive offices. The Plan Administrator may, by
advance written notice to affected persons, revise such notice procedure from
time to time. Any notice required under the Plan may be waived by the person
entitled to notice.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.10&nbsp;&nbsp;&nbsp;Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.11&nbsp;&nbsp;&nbsp;Action by the Company. Any action required or permitted to be taken
by the Company shall be by resolution of its Board of Directors or by a duly
authorized officer of the Company.
</FONT>
<P align="center"><FONT size="2">SECTION 2
</FONT>

<P align="center"><FONT size="2">Participation
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;&nbsp;&nbsp;Participants. The key employees of the Company eligible to
participate in the Plan (the &#147;Participants&#148;) and the conditions for such
participation shall be established, from time to time, by the Company;
provided,
</FONT>
<P align="center"><FONT size="2">- 4 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">however, that Participants shall be limited to a select group of
management or highly-compensated employees within the meaning of sections
201(2), 301(a) (3), and 401(a) (1)&nbsp;of ERISA. As of the Effective Date of the
Plan, only management employees of all participating employers of the 401(k)
Plan are eligible to participate in the Plan. If the Company determines that
participation by one or more Participants shall cause the Plan to be subject to
Part 2, 3 or 4 of Title I of ERISA, the entire interest of such Participant or
Participants under the Plan shall be immediately paid to such Participant or
Participants or shall otherwise be segregated from the Plan in the discretion
of the Company, and such Participant or Participants shall cease to have any
interest under the Plan.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;&nbsp;&nbsp;Plan Not Contract of Employment. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
employee the right to be retained in the employ of the Company nor any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.
</FONT>
<P align="center"><FONT size="2">SECTION 3
</FONT>

<P align="center"><FONT size="2">Matching Credits and Accounts
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1&nbsp;&nbsp;&nbsp;Accounts. The Plan Administrator shall maintain, or cause to be
maintained, bookkeeping entries (&#147;Accounts&#148;) in the names of all Participants
which shall reflect the amount of Common Share Units credited to each
Participant in accordance with subsections 3.2 and 3.3.
</FONT>
<P align="center"><FONT size="2">- 5 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;&nbsp;&nbsp;Matching Credits. Subject to such terms, conditions, and limitations
as the Plan Administrator, from time to time, may establish, for each Plan Year
the Account of each Eligible Participant shall be credited with a &#147;Matching
Credit&#148; on the same date Company matching contributions are credited to his
account under the 401(k) Plan for that Plan Year. An individual who is
eligible to participate in the Plan in accordance with subsection 2.1 shall be
an &#147;Eligible Participant&#148; for a Plan Year if he is employed by the Company (or
one of its subsidiaries) on the first day following the close of the Plan Year
and he has made enough before-tax and/or after-tax contributions to the 401(k)
Plan for the Plan Year to be credited with the maximum amount of Company
matching contributions permitted under the 401(k) Plan for such year. An
Eligible Participant&#146;s Matching Credit for each Plan Year shall be equal to the
excess of the total amount of Company matching contributions that would have
been paid under the terms of the 401(k) Plan to the Participant for that Plan
Year had the amount of compensation that could have been taken into account
under the 401(k) Plan been limited to $235,840 rather than $150,000 (or such
other amount as may be prescribed for such Plan Year under section 401(a) (17)
of the Code), over the actual amount of Company matching contributions credited
to the account of such Participant under the 401(k) Plan for such Plan Year.
For purposes of the preceding sentence, effective as of January&nbsp;1, 1996, the
amount of compensation shall include any amounts deferred under the Sears,
Roebuck and Co. Deferred Compensation Plan. Beginning on January&nbsp;1, 1995, an
Eligible Participant shall also include those participants who are
participating in this Plan
</FONT>
<P align="center"><FONT size="2">- 6 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">and meet all the requirements of the Plan except that they are not
employed on the first day following the close of the Plan year, and who are
eligible for an Employer&#146;s Contribution under Section&nbsp;5 of the 401(k) Plan
provisions. Such Eligible Participant&#146;s Matching Credit for such plan year
shall be prorated and calculated under the same method which the 401(k) Plan
administrator uses under Section&nbsp;5 of the 401(k) Plan provisions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3&nbsp;&nbsp;&nbsp;Common Share Units. Matching Credits shall be converted to whole and
fractional Common Share Units as of the date such Matching Credits are credited
to Particpants&#146; Accounts, by dividing the dollar amount of each Participant&#146;s
Matching Credits by the &#147;fair market value&#148; of the Company&#146;s common shares
(which is, the closing price of the company&#146;s common shares as reported for
that day or the nearest preceding business day). On the dividend record date
for Company common shares Dividend Equivalents shall be credited to the
Accounts of Participants who have Common Share Units credited to their Accounts
as of the dividend record date, which shall be converted into the number of
Common Share Units which could be purchased with the amount of Dividend
Equivalents so credited in the manner set forth in the preceding sentence.
&#147;Dividend Equivalents&#148; for this purpose means an amount equal to the cash
dividend paid on one of the Company&#146;s common shares on such dividend payment
date.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4&nbsp;&nbsp;&nbsp;Adjustment of Accounts. The amounts credited to a Participant&#146;s
Account in accordance with subsection 3.3 shall be adjusted from time to time
to reflect a change in the Company&#146;s outstanding common shares, by reason of
any
</FONT>
<P align="center"><FONT size="2">- 7 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">stock split, stock dividend, recapitalization, merger, consolidation,
combination, stock exchange or similar corporate change, as determined by the
Plan Administrator or its delegate in its sole discretion.
</FONT>
<P align="center"><FONT size="2">SECTION 4
</FONT>

<P align="center"><FONT size="2">Payment of Plan Benefits
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1&nbsp;&nbsp;&nbsp;Vesting. A Participant at all times shall have a fully vested and
nonforfeitable interest in the amounts credited or required to be credited to
his Account under Section&nbsp;3.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2&nbsp;&nbsp;&nbsp;Distribution. The fair market value of a Participant&#146;s Account shall
be determined as of the first day of the month following the date on which the
Participant terminates employment with the company and its subsidiaries, and
shall be distributed in a lump sum in cash as soon thereafter as practicable.
Subsequent payments of pro-rated Matching Credits for the year in which
employment is terminated shall be paid at the fair market value of the date
such Matching Credits are credited to Participant&#146;s Account and shall be paid
as soon as practicable, thereafter.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3&nbsp;&nbsp;&nbsp;Distribution upon Death; Beneficiary Designation. Each Participant
from time to time, by signing a form furnished by the plan administrator of the
401(k) Plan in accordance with the terms of subsection 11.4 of the 401(k) Plan,
may designate any legal or natural person or persons who are to be paid if he
dies before he receives his benefits under the Plan. A beneficiary designation
</FONT>
<P align="center"><FONT size="2">- 8 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">form will be effective only when the signed form is filed with the plan
administrator of the 401(k) Plan while the Participant is alive and will cancel
all beneficiary designation forms filed earlier. The rules established by the
plan administrator of the 401(k) Plan for the beneficiary designation forms
shall apply to each Participant under this Plan. If a deceased Participant
failed to designate a beneficiary, in accordance with the above procedure, then
the Plan Administrator shall pay the Participant&#146;s benefits under the Plan, as
soon as practicable after the participant&#146;s death, in a lump sum cash payment
under the rules of subsection 11.4 of the 401(k) Plan. If the Participant dies
before he receives his benefit under the Plan the fair market value of his
Account shall be paid to his designated beneficiary or beneficiaries as soon as
practicable after his death in a lump sum cash payment.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4&nbsp;&nbsp;&nbsp;Distributions to Persons under Legal Disability. Notwithstanding the
provisions of this Section&nbsp;4, if, in the Plan Administrator&#146;s opinion, a
Participant or beneficiary is under a legal disability or is in any way
incapacitated so as to be unable to manage his financial affairs, the Plan
Administrator may direct that payment be made to a relative or friend of such
person for his benefit until claim is made by a conservator or other person
legally charged with the care of his person or his estate, and such payment
shall be in lieu of any such payment to such Participant or beneficiary.
Thereafter, any benefits under the Plan to which such Participant or
beneficiary is entitled, shall be paid to such conservator or other person
legally charged with the care of his person or his estate.
</FONT>
<P align="center"><FONT size="2">- 9 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5&nbsp;&nbsp;&nbsp;Benefits May Not be Assigned. Benefits payable under the Plan are
expressly declared to be unassignable and nontransferable. Neither the
Participant nor any other person shall have any voluntary or involuntary right
to sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt, any benefits payable under
the Plan. No part of the benefits payable to a Participant shall be subject to
seizure or sequestration for payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, or be
transferred by operation of law in the event of the Participant&#146;s or any other
person&#146;s bankruptcy or insolvency.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6&nbsp;&nbsp;&nbsp;Withholding for Tax Liability. The Plan Administrator may withhold or
cause to be withheld from any payment of benefits or from any wages payable to
a Participant made pursuant to the Plan any taxes required to be withheld and
such sum as the Plan Administrator may reasonably estimate to be necessary to
cover any taxes for which the Company may be liable and which may be assessed
with regard to such payment.
</FONT>
<P align="center"><FONT size="2">SECTION 5
</FONT>

<P align="center"><FONT size="2">Amendment and Termination
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While it is expected that the Plan will continue, the Company may
terminate the Plan or amend it from time to time, except that no amendment will
reduce a Participant&#146;s interest in the Plan to less than an amount equal to the
</FONT>
<P align="center"><FONT size="2">- 10 -
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2">amount he would have been entitled to receive if he had resigned from the
Company on the day of the amendment. The Company may terminate the Plan at any
time provided that it has made adequate provisions for any amount payable by it
under the terms of the Plan, as in effect on the date of termination. Upon
termination of the Plan, the Company, in its discretion which would be applied
in a uniform manner to all Participants, may cause a lump sum payment of all
benefits for all Participants at substantially the same time.
</FONT>
<P align="center"><FONT size="2">- 11 -
</FONT>


<P align="center"><FONT size="2">&nbsp;</FONT>




</BODY>
</HTML>

</TEXT>
</DOCUMENT>
