Exhibit 99(iii)
FIRST AMENDMENT TO THE
SEARS 401(K) PROFIT SHARING TRUST AGREEMENT
This First Amendment (this "Amendment") dated as of December 1, 1998 by and
between Sears, Xxxxxxx and Co., a New York corporation (the "Company"), and
State Street Bank and Trust Company, a Massachusetts trust company, (the
"Trustee"), amends the Sears 401(k) Profit Sharing Trust Agreement (As
amended and restated as of January 1, 1998) between the Company and the
Trustee (the "Trust Agreement").
WHEREAS, the Company and the Trustee agree that it is desirable that the
Company amend the voting provisions of the Sears 401(k) Profit Sharing Plan;
and
WHEREAS, the Company and the Trustee desire to amend the voting provisions of
the Trust Agreement to conform to the proposed amendments to the voting
provisions of the Sears 401(k) Profit Sharing Plan;
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1) Section 7.1(b) of the Trust Agreement shall be deleted and replaced in its
entirety by the following:
"(b) Common Stock for which the Trustee does not receive timely voting
instructions, including those shares which are not allocated to participants'
accounts, shall be voted in the same proportion as all Common Stock held
under the Plan with respect to which directions are received by the Trustee."
2) In all other respects, the Trust Agreement shall remain in full force and
effect and shall continue unaffected by this Amendment.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first above written.
SEARS, XXXXXXX AND CO.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Senior Vice President,
Human Resources
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxx Xxxxx Xxxxx
Name: Xxxx Xxxxx Xxxxx
Title: Vice President
