<PAGE>
 
                                                                  10.(iv)(D)(11)


                      MONTGOMERY WARD & CO., INCORPORATED

                                Fifth Amendment
                                    to the
                      Montgomery Ward & Co., Incorporated
                           Retirement Security Plan

     WHEREAS, Montgomery Ward & Co., Incorporated, an Illinois corporation
("Ward"), maintains the Montgomery Ward & Co., Incorporated Retirement Security
Plan ("Plan");

     WHEREAS, pursuant to Section 17.1 Power to Amend, the Benefit Plans
                                       --------------                   
Committee of Ward ("Committee") has reserved the power to amend the Plan;

     WHEREAS, on December 10, 1998 the Board amended the Plan to freeze the
accrued benefits for all Plan participants as of January 2, 1999 ("Freeze
Amendment") contingent upon the bankruptcy court's approval of the Plan
restructuring involving a freeze of benefits under the Plan as of January 2,
1999 and the Committee documented the Freeze Amendment by execution of the
Second Amendment, which was also contingent on such bankruptcy court approval;
and

     WHEREAS, the bankruptcy court has not approved the Plan restructuring and
freeze of benefits as of January 2, 1999 and it is now anticipated that the
bankruptcy court will be requested to approve a Plan restructuring involving a
freeze of benefits under the Plan as of March 6, 1999.

     NOW, THEREFORE, the Second Amendment is hereby rescinded and the Plan is
hereby amended, contingent upon the bankruptcy court's approval of a Plan
restructuring involving a freeze of benefits under the Plan as of March 6, 1999,
in the following manner:

     1.   Section 2.2 "Actuarial Equivalent" or "Equivalent Actuarial Value" is
hereby amended by deleting the text of Subsection (a) thereof in its entirety
and inserting the following in lieu thereof:

          "Effective April 1, 1999, the "30-Year Treasury Rate" is the annual
     interest rate on 30-Year Treasury securities specified by the Commissioner
     of the IRS for the month immediately preceding the month for which such
     rate is being determined.  Notwithstanding the preceding sentence, for
     distributions occurring between April 1, 1999 and March 31, 2000, the 30-
     Year Treasury Rate shall be the rate as provided in the first sentence of
     this Subsection (a) unless the annual interest rate on 30-Year Treasury
     securities specified by the Commissioner of the IRS for the September
     preceding the first day of the Plan Year in which a distribution occurs
     ("September Rate") would produce a larger distribution, in which case the
     September Rate shall be the 30-Year Treasury Rate.  For distributions
     occurring on or after January 1, 1996 and before March 31, 1999, the 30-
     Year Treasury Rate shall be the annual interest rate on 30-Year Treasury
     securities specified by the Commissioner of the IRS for the September
     preceding the first day of the Plan Year in which such distribution
     occurs."
<PAGE>
 
     2.   Addendum C is hereby added to the Plan to read in its entirety as
follows:

                                  "Addendum C
                                   ----------
                      Montgomery Ward & Co., Incorporated
                      -----------------------------------
                           Retirement Security Plan
                           ------------------------

          Frozen Benefit Accrual. Notwithstanding anything contained in the Plan
          ----------------------                                                
     to the contrary, (i) no further benefits shall accrue for any Participant
     in the Plan after March 6, 1999, except benefits that accrue to a
     Participant as an Eligible Location Shutdown Participant as a result of a
     closure of a facility announced on or before March 6, 1999 and except as
     may be required to satisfy the top heavy requirements of Section 416 of the
     Code; (ii) each Participant who is actively employed with the Company on
     March 6, 1999 is fully Vested as of March 6, 1999 and (iii) no person shall
     become a Participant in the Plan after March 6, 1999, except as an Eligible
     Location Shutdown Participant as a result of a closure of a facility
     announced on or before March 6, 1999.  Subject to the foregoing, any
     Participant in the Plan on March 6, 1999 shall remain a Participant under
     the terms and conditions of the Plan as it may be amended from time to
     time."

     3.   In  all other respects, the Plan, as amended, shall continue in full
force and effect.


                         MONTGOMERY WARD & CO., INCORPORATED

                         By: /s/ Philip Dobias
                             --------------------------------------

                         Its: VP Comp, Benefits and HR Strategy
                              -------------------------------------

ATTEST:

By: /s/ Jill M. Chapman
    ------------------------------

Its: Benefits Director
     -----------------------------

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