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                            CERTIFICATE OF AMENDMENT
                                      TO
                          CERTIFICATE OF INCORPORATION
                                      OF
                          MONTGOMERY WARD HOLDING CORP.

    MONTGOMERY WARD HOLDING CORP., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify as follows:

1.  The original Certificate of Incorporation of the Corporation was filed
in the Office of the Secretary of State of Delaware on February 8, 1988 and
recorded in the Office of the Recorder of Kent County, Delaware. The name
under which the Corporation was originally incorporated is BFB Acquisition
Corp.

    2.   The Certificate of Correction of Certificate of Incorporation of the
Corporation was filed in the Office of the Secretary of State of Delaware on
February 9, 1988.

    3.   The original Restated Certificate of Incorporation was filed in the
office of the Secretary of State of Delaware on June 17, 1988 and amendments
thereto were filed on each of June 20, 1988; June 24, 1988; January 30, 1990;
and March 20, 1992.

    4.   The Second Restated Certificate of Incorporation of the Corporation
was filed in the office of the Secretary of State of Delaware on June 25,
1992 and an amendment thereto was filed on April 27, 1994.

    5.   The Third Restated Certificate of Incorporation was filed in the
office of the Secretary of State of Delaware on June 28, 1994, and an
amendment thereto was filed on October 25, 1994.

    6.   The Board of Directors of the Corporation, by unanimous written
consent, authorized, adopted and approved resolutions proposing and declaring
advisable this amendment to the Third Restated Certificate of Incorporation
of the Corporation, setting forth amendments to Article FOURTH as follows:

    The introduction to Article FOURTH and Part A thereof are amended in
their entirety to read as follows:

         "FOURTH:  The total number of shares of capital stock which the
    Corporation shall have authority to issue is fifty-seven million eight
    hundred thirteen thousand seven hundred fifty (57,813,750) consisting of
    the following amounts in the following designations:

              1.  COMMON STOCK. Fifty-seven million eight hundred twelve
         thousand (57,812,000) shares of Common Stock, par value one cent
         ($0.01) per share (hereinafter referred to as "Common Stock"),
         which shall consist of the following classes:

                   (a)  thirty-two million eight hundred twelve thousand
              (32,812,000) shares of Class A Common Stock (hereinafter referred
              to as "Class A Common Stock"), which shall consist of the
              following series:

                        (i)  twenty-five million (25,000,000) shares of Class
                   A Common Stock, Series 1 (hereinafter referred to as "Class A
                   Common Stock, Series 1"), and

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                        (ii)  five million four hundred twelve thousand
                   (5,412,000) shares of Class A Common Stock, Series 2
                   (hereinafter referred to as "Class A Common Stock, Series
                   2"), and

                        (iii)  two million four hundred thousand (2,400,000)
                   shares of Class A Common Stock, Series 3 (hereinafter
                   referred to a "Class A Common Stock, Series 3"), and

                   (b)  twenty-five million (25,000,000) shares of Class B
              Common Stock (hereinafter referred to as the "Class B Common
              Stock").

              2.   PREFERRED STOCK. One thousand seven hundred fifty
         (1,750) shares of Preferred Stock, par value one dollar ($1.00)
         per share (hereinafter referred to as "Senior Preferred Stock")

         Such shares of Common Stock and Preferred Stock may be issued
    for such consideration, not less than the par value thereof, as shall be
    fixed from time to time by the Board of Directors, and shares issued for
    not less than the consideration so fixed shall be fully paid and
    non-assessable.

         A statement of the powers, preferences, rights, qualifications,
    limitations, restrictions and the relative, participating, optional and
    other special rights in respect of the shares of each class or series of
    stock is as follows:

                           PART A. SENIOR PREFERRED STOCK

    Except as otherwise provided herein, each share of Senior Preferred Stock
shall be identical in all respects to all other shares of Senior Preferred
Stock and shall entitle the holder thereof to the same rights and privileges
as to which the holders of the other shares of Senior Preferred Stock are
entitled.

         1.  RANK. The Senior Preferred Stock shall, with respect to dividend
    rights and rights on liquidation, winding up and dissolution, rank prior to
    the Common Stock.

         2.  DIVIDENDS.

              (a)  In each year, the holders of the shares of Senior
         Preferred Stock shall be entitled to receive, before any dividends
         shall be declared and paid upon or set aside for the Common Stock or
         any other Stock Junior to the Senior Preferred Stock (defined in
         Section A.2(a)(i)(A), when and as declared by the Board of Directors,
         except as may be prohibited by Section A.5, out of funds legally
         available for that purpose, cumulative cash dividends payable quarterly
         in arrears on the last business day of March, June, September and
         December (each of such dates being a "Dividend Payment Date") at a rate
         per annum equal to 7.01% based on the $100,000 per share Liquidation
         Payment (defined in Section A.3(a)) computed without regard to Accrued
         Dividends (defined in Section A.4(c)(i))(the "Dividend Rate"), subject
         to adjustment as provided in Section A.2(c); provided, however, that
         the dividend payable on the Dividend Payment Date in March, 1996 with
         respect to any share of Senior Preferred Stock shall be based upon the
         number of days from and including the date of first issuance (the
         "Issuance Date") of the Senior Preferred Stock up to and including the
         Dividend Payment Date in March, 1996 and


                                      A-2

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         a 365-day year. The period from the Issuance Date to the initial
         Dividend Payment Date and each quarterly period between consecutive
         Dividend Payment Dates, shall hereinafter be referred to as a "Dividend
         Period." Such dividends shall be paid to the holders of record at the
         close of business on the date specified by the Board of Directors of
         the Corporation at the time such dividend is declared; provided,
         however, that such date shall not be more than sixty (60) days nor less
         than ten (10) days prior to the respective Dividend Payment Date.
         Dividends on the Senior Preferred Stock shall be cumulative from the
         Issuance Date (whether or not there shall be net profits or net assets
         of the Corporation legally available for the payment of such
         dividends), so that:

                   (i)  except as provided in Section A.2(a)(ii), the
              Corporation shall not take any of the following actions:

                        (A)  declare, order or pay any dividend on any class
                   of stock ranking as to dividends or on liquidation junior to
                   the Senior Preferred Stock (such junior stock being herein
                   sometimes referred to as the "Stock Junior to the Senior
                   Preferred Stock"), or

                        (B)  redeem any Stock Junior to the Senior Preferred
                   Stock,

              (each of such actions described in clauses A.2(a)(i)(A) or (B)
              above being herein sometimes referred to as "Junior Distribution"
              and the proposed date of each such action being herein sometimes
              referred to as a "Proposed Junior Distribution Date") if the
              Corporation shall not, on or before the Proposed Junior
              Distribution Date, have completed both of the following:

                             (1)  declared on the outstanding shares of Senior
                        Preferred Stock, and paid or set apart for payment, all
                        "Accrued Dividends" (defined in Section A.4(c)(i)) to
                        the Proposed Junior Distribution Date; and

                             (2)  paid or deposited as required in this Part
                        A all amounts payable to holders of Senior Preferred
                        Stock in respect of all mandatory redemptions required
                        to have been paid or deposited for their benefit on or
                        before the Proposed Junior Distribution Date; and

                   (ii)  the Corporation may redeem or purchase any shares of
              Common Stock in accordance with either (x) the terms, conditions
              and provisions of the "Stockholders Agreement" (defined in
              Section B.1) or (y) the Terms and Conditions (as defined in the
              Stockholders Agreement), if on or before the date of each such
              proposed Common Stock redemption or purchase (each such time,
              with respect to redemptions or purchases under either the
              Stockholders Agreement or the Terms and Conditions, being herein
              sometimes referred to as a "Proposed Common Stock Repurchase
              Date"), the Corporation shall have:

                        (A)  declared on the outstanding shares of Senior
                   Preferred Stock, and paid or set apart for payment, all
                   Accrued Dividends (defined in Section


                                      A-3

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                    A.4(c)(i)) through all Dividend Payment Dates occurring on
                    or prior to such Proposed Common Stock Repurchase Date, and

                         (B)  paid or deposited as required in this Part A all
                    amounts payable to holders of Senior Preferred Stock in
                    respect of the mandatory redemption required to have been
                    paid or deposited for their benefit on the "Mandatory
                    Redemption Date" (defined in Section A.4(a)(i)), if such
                    Mandatory Redemption Date occurs on or prior to such
                    Proposed Common Stock Repurchase Date.

          All dividends declared upon Senior Preferred Stock and any other class
          of stock ranking on a parity as to dividends with the Senior Preferred
          Stock shall be declared pro rata per share.  Accrued but unpaid
          dividends shall not bear interest.

               (b)  Each fractional share of the Senior Preferred Stock
          outstanding shall be entitled to a ratably proportionate amount of all
          dividends to which each outstanding full share of the Senior Preferred
          Stock is entitled pursuant to Section A.2(a) hereof, and all of such
          dividends with respect to such outstanding fractional shares shall be
          fully cumulative and shall accrue (whether or not declared) and shall
          be payable in the same manner and at such times as provided for in
          Section A.2(a) with respect to dividends on each outstanding full
          share of the Senior Preferred Stock.

               (c)  The Dividend Rate for the shares of Senior Preferred Stock
          shall be (i) increased to 9.01% per annum if, and so long as, Accrued
          Dividends (defined in Section A.4(c)(i) are not paid in full on any
          Dividend Payment Date, and (ii) increased to 8.01% per annum if, and
          so long as, the consolidated shareholder equity of the Corporation and
          its subsidiaries (excluding preferred stock) (as determined in
          accordance with generally accepted accounting principles as in effect
          as of the Issuance Date) is less than the Equity Threshold (as defined
          below).  The "Equity Threshold" means $520,000,000, reduced, dollar
          for dollar, by the amount of any dividends paid with respect to Common
          Stock at any time at which shares of Senior Preferred Stock are
          outstanding, which dividends are approved by a majority of those
          directors of the Corporation who have been designated as directors by
          General Electric Capital Corporation ("GE Capital") pursuant to the
          terms of the Stockholders Agreement (as defined herein).

          3.   RIGHTS ON LIQUIDATION, DISSOLUTION OR WINDING UP.

               (a)  In the event of any liquidation, dissolution or winding up
          of the Corporation, the holders of shares of Senior Preferred Stock
          then outstanding shall be entitled to be paid out of the assets of the
          Corporation available for distribution to its stockholders, whether
          from capital, surplus or earnings, except as may be prohibited by
          Section A.5, but before any payment shall be made to the holders of
          any stock ranking on liquidation junior to the Senior Preferred Stock,
          an amount equal to one hundred thousand dollars ($100,000) per share,
          plus an amount equal to Accrued Dividends (as defined in Section
          A.4(c)(i)) to the date of payment (the "Liquidation Payment").  If
          upon any liquidation, dissolution or winding up of the Corporation the
          assets of the Corporation available for distribution to its
          stockholders shall be insufficient to pay the holders of shares of
          Senior Preferred Stock the full amounts to which they respectively
          shall be entitled, the holders of shares of Senior Preferred Stock,
          and any class of


                                       A-4

<PAGE>

          stock ranking on liquidation on a parity with the Senior Preferred
          Stock, shall share ratably in any distribution of assets according to
          the respective amounts which would be payable in respect of the shares
          held by them upon such distribution if all amounts payable on or with
          respect to said shares were paid in full.  In the event of any
          liquidation, dissolution or winding up of the Corporation after
          payment shall have been made to the holders of shares of Senior
          Preferred Stock and any class of stock ranking on liquidation on a
          parity with the Senior Preferred Stock of the full amount to which
          they shall be entitled as aforesaid, the holders of any class or
          classes of stock ranking on liquidation junior to the Senior Preferred
          Stock shall be entitled, to the exclusion of the holders of shares of
          Senior Preferred Stock, to share, according to their respective rights
          and preferences, in all remaining assets of the Corporation available
          for distribution to its stockholders.

               (b)  The Liquidation Payment with respect to each fractional
          share of the Senior Preferred Stock outstanding shall be equal to a
          ratably proportionate amount of the Liquidation Payment with respect
          to each outstanding share of Senior Preferred Stock.

               (c)  For the purposes of this Section A.3, neither the
          consolidation or merger of the Corporation into or with any other
          corporation or corporations, nor the sale or transfer by the
          Corporation of all or any part of its assets shall be deemed to be a
          liquidation, dissolution or winding up of the Corporation, unless such
          transaction shall be in connection with the liquidation, dissolution
          or winding up of the Corporation.

          4.   REDEMPTION.

          (a)  MANDATORY REDEMPTION.

               (i)   Except as may be prohibited by Section A.5, on June 30,
          2002, the Corporation shall redeem all of the outstanding shares of
          Senior Preferred Stock at a redemption price of (A) one hundred
          thousand dollars ($100,000) per share (payable in cash or other
          consideration as the Corporation and holders of a majority of the
          Senior Preferred Stock may agree), plus (B) an amount equal to Accrued
          Dividends (defined in Section A.4(c)(i)) to the date of payment (the
          "Redemption Price") (each such date being herein sometimes referred to
          as a "Mandatory Redemption Date")

               (ii)  On and after the Mandatory Redemption Date (unless default
          shall be made by the Corporation in depositing moneys for the payment
          of the Redemption Price as hereinafter provided), all rights of the
          holders of shares of Senior Preferred Stock as stockholders of the
          Corporation with respect to those shares of Senior Preferred Stock to
          be redeemed, except the right to receive the Redemption Price as
          hereinafter provided, shall cease and terminate.

               (iii) The Corporation shall provide moneys for the payment of the
          Redemption Price by depositing on the Mandatory Redemption Date the
          amount thereof for the account of the holders of record of the Senior
          Preferred Stock entitled thereto with Bank of America Illinois, or
          such other bank or trust company doing business in the City of
          Chicago, as may be designated by (A) the holders of not less than a
          majority of the outstanding shares of Senior Preferred Stock, and,
          failing said designation, (B) the Corporation, as paying agent for the
          benefit of such holders.  The


                                       A-5

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          holders of the shares of Senior Preferred Stock redeemed shall
          surrender to the Corporation the certificates for the shares of Senior
          Preferred Stock so redeemed.  Upon notification by such designated
          bank or trust company to the holders of the Senior Preferred Stock
          that such moneys representing the Redemption Price have been deposited
          by the Corporation, the shares designated for redemption shall no
          longer be outstanding, whether or not the certificates for the shares
          so redeemed have been received by the Corporation on the date of such
          notification and all rights relating thereto shall cease and
          terminate.

          (b)  OPTIONAL REDEMPTION.

               (i)   So long as any shares of Senior Preferred Stock are
          outstanding, except as may be prohibited by Section A.5, the
          Corporation may, at the option of the Board of Directors, at any time
          or from time to time after the Issuance Date, redeem the whole or any
          part of such Senior Preferred Stock.  Any redemption pursuant to this
          Section A.4(b)(i) shall be at the Redemption Price.  If less than all
          the shares of Senior Preferred Stock at any time outstanding shall be
          called for redemption, the redemption shall be made pro rata with
          respect to such shares and in such manner as may be prescribed by
          resolution of the Board of Directors.  The date of each such
          redemption is herein sometimes referred to as an "Optional Redemption
          Date".

               (ii)  Notice of every redemption pursuant to this Section A.4(b)
          shall be sent by first-class mail, postage prepaid, to the holders of
          record of the shares of Senior Preferred Stock so to be redeemed at
          their respective addresses as the same shall appear on the books of
          the Corporation.  Such notice shall be mailed not less than ten (10)
          business days in advance of the Optional Redemption Date to the
          holders of record of the shares of Senior Preferred Stock so to be
          redeemed.  On and after the Optional Redemption Date, unless default
          shall be made by the Corporation in providing moneys to the bank or
          trust company for the account of the holders of record of the Senior
          Preferred Stock as provided in Section A.4(a)(iii) for the payment of
          the Redemption Price, all rights of the holders of Senior Preferred
          Stock as stockholders of the Corporation with respect to those shares
          of Senior Preferred Stock to be redeemed, except the right to receive
          the Redemption Price, shall cease and terminate whether or not the
          certificates for the shares so redeemed have been received by the
          Corporation as provided in Section A.4(a)(iii).  In this Section
          A.4(b)(ii), a business day refers to any day, except a Saturday,
          Sunday or any day on which banks in the City of Chicago are authorized
          or required by law to close.

          (c)  DEFINITIONS.

               (i)   The term "Accrued Dividends" with respect to the Senior
          Preferred Stock shall mean, as of any given time, the then "Full
          Cumulative Dividends" (defined in Section A.4(c)(ii)) less the amount
          of all dividends theretofore paid upon the relevant shares of Senior
          Preferred Stock.

               (ii)  The term "Full Cumulative Dividends" with respect to the
          Senior Preferred Stock shall mean (whether or not in any Dividend
          Period, or any part thereof, in respect of which such term is used
          there shall have been net profits or net assets of


                                       A-6

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               the Corporation legally available for the payment of such
               dividends) that  amount which shall be equal to dividends upon
               the relevant shares at the full rate fixed for Senior Preferred
               Stock as provided herein for the period of time elapsed from the
               date of issuance thereof to the date as of which Full Cumulative
               Dividends are computed.

               (d)  Shares of Senior Preferred Stock which have been issued and
          reacquired in any manner, including shares purchased or redeemed or
          exchanged, shall not be reissued.

               (e)  Each fractional share of the Senior Preferred Stock
          outstanding shall be entitled to a ratably proportionate fraction of
          the Redemption Price payable in respect of each outstanding full share
          of the Senior Preferred Stock pursuant to this Section A.4, and such
          fraction of the price shall be payable in the same manner and at such
          times as provided for in this Section A.4 with respect to redemptions
          of each outstanding full share of the Senior Preferred Stock.

               (f)  The foregoing provisions of this Section A.4 to the contrary
          notwithstanding but without limitation of the Corporation's
          obligations to make mandatory redemptions as required by Section
          A.4(a), unless the Accrued Dividends on all outstanding shares of
          Senior Preferred Stock shall have been paid or contemporaneously are
          declared and paid through the date of a proposed optional redemption,
          none of the shares of Senior Preferred Stock shall be redeemed unless
          all outstanding shares of Senior Preferred Stock are simultaneously
          redeemed and the Corporation shall not purchase by optional redemption
          or otherwise acquire any shares of Senior Preferred Stock; provided,
          however, that the foregoing shall not prevent the purchase or
          acquisition of shares of Senior Preferred Stock pursuant to a purchase
          or exchange offer made on the same terms to holders of all outstanding
          shares of Senior Preferred Stock.

               (g)  If fewer than all the outstanding shares of Senior Preferred
          Stock are to be redeemed, the number of shares to be redeemed shall be
          determined by the Board of Directors in accordance with the provisions
          of this Part A, and the shares to be redeemed shall be determined by
          lot or pro rata as may be determined by the Board of Directors.

     5.   RESTRICTION ON PAYMENTS. Anything contained in this Article to the
contrary notwithstanding, no cash dividends or dividends paid by transfer of any
other property on shares of the Senior Preferred Stock shall be declared by the
Board of Directors or paid or set apart for payment by the Corporation, no
distribution in respect of the Senior Preferred Stock shall be paid or set apart
for payment by the Corporation, and no payment shall be made by the Corporation
with respect to any redemption of the Senior Preferred Stock (such payments,
distributions and settings aside being herein sometimes referred to collectively
as "Distributions") at any time when the terms and provisions of any agreement
to which the Corporation or any other member of the "Ward Group" (defined in
Section B.1) is a party relating to indebtedness for money borrowed specifically
prohibits or limits such Distribution (and such Distribution exceeds said
limits), or such Distribution would constitute a breach, default or event of
default thereunder.

     6.   VOTING RIGHTS.

          (a)  Except as expressly provided in Section A.6(b) or elsewhere in
     this certificate of incorporation or as required by law (in relation to
     which the holders of shares of Senior Preferred Stock shall be treated as a
     class), the holders of shares of Senior Preferred Stock shall not have
     voting rights and at every meeting of the stockholders of the Corporation,
     or by written consent in lieu of any such



                                       A-7

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     meeting, all voting power in the election of directors and/or for all other
     purposes shall be vested exclusively in the holders of shares of Common
     Stock.  Without limitation of the next preceding sentence and without
     implication that the contrary would otherwise be true, no consent of the
     holders of Senior Preferred Stock shall be required for (a) the creation of
     any indebtedness of any kind of the Corporation, (b) the creation of any
     class of stock of the Corporation junior in right as to dividends and upon
     liquidation to the Senior Preferred Stock, or (c) any increase or decrease
     in the amount of authorized Common Stock or any increase, decrease or
     change in the par value thereof.

          (b)  Anything elsewhere in this certificate of incorporation to the
     contrary notwithstanding, if (i) Accrued Dividends on the Senior Preferred
     Stock are not paid in full on any of four (4) consecutive Dividend Payment
     Dates, or (ii) the Corporation shall have failed to effect the redemption
     of shares of Senior Preferred Stock on a Mandatory Redemption Date as
     required in Section A.4(a), the holders of shares of Senior Preferred Stock
     shall have voting rights as specified in this Section A.6(b).  In the event
     of the occurrence of either of the foregoing events, such occurrence shall
     mark the beginning of a period (the "Default Period") which shall continue
     until such time as (i) Accrued Dividends on the Senior Preferred Stock have
     been paid in full through the date of payment, or (ii) the failure to
     redeem shares of Senior Preferred Stock as required by Section A.4(a) has
     been cured by the Corporation.  Any provision of the by-laws of the
     Corporation to the contrary notwithstanding, during any Default Period, the
     holders of shares of the Senior Preferred Stock then outstanding shall have
     the exclusive and special right (but not the obligation), voting separately
     as a class (each share of Senior Preferred Stock being entitled to one (1)
     vote), to elect one (1) director to the Board of Directors of the
     Corporation (the "Preferred Stock Director") and the number of directors
     constituting the Board of Directors of the Corporation shall be
     automatically increased in order to provide one (1) vacancy for the
     Preferred Stock Director.  Upon written request, made at any time after the
     beginning of the Default Period, by the holders of not less than a majority
     of the shares of the Senior Preferred Stock then outstanding, the
     Corporation shall call a special meeting of all of the stockholders of the
     Corporation, at which meeting the holders of shares of Senior Preferred
     Stock, voting separately as a class, shall elect the Preferred Stock
     Director as set forth above; provided, however, that if such meeting shall
     not have been called by the Corporation within ten (10) days after the
     beginning of a Default Period, such meeting may be called, upon like
     notice, at the expense of the Corporation, by the holders of not less than
     a majority of the outstanding shares of Senior Preferred Stock.  After the
     first such election during any Default Period, the holders of the shares of
     Senior Preferred Stock, voting separately as a class, may continue to
     exercise their voting rights, as set forth above, at each annual meeting of
     the stockholders of the Corporation occurring during such Default Period.
     During any Default Period, no Preferred Stock Director may be removed from
     office without the vote or consent of the holders of a majority of the
     numbers of shares of the Senior Preferred Stock at the time outstanding. If
     at any time during a Default Period the directorship of the Preferred Stock
     Director is vacant, the secretary of the Corporation shall, upon the
     written request of the holders of shares representing at least a majority
     of the Senior Preferred Stock then outstanding, call a special meeting of
     all of the stockholders at the expense of the Corporation, upon the notice
     required for special meetings of stockholders.  At any meeting held for the
     purpose of electing directors at which the holders of the Senior Preferred
     Stock shall have the right, voting separately as a class, to elect the
     Preferred Stock Director, the presence, in person or by proxy, of the
     holders of a majority of the Senior Preferred Stock then outstanding shall
     be required to constitute a quorum of the Senior Preferred Stock on such
     election.  At any such meeting or adjournment thereof, the absence of the
     quorum of the Senior Preferred Stock shall not prevent the election of
     directors other than the Preferred Stock Director, and the absence of a
     quorum for the election of such other directors shall not prevent the
     election of the Preferred Stock Director, and in the absence of either or
     both such quorums, a majority of the holders present in person or by proxy
     of the stock which lacks a quorum shall have the power to adjourn the

                                       A-8

<PAGE>

     meeting for the election of directors which they are entitled to elect from
     time to time without notice other than announcement at the meeting until a
     quorum shall be present.  A vacancy in the directorship of the Preferred
     Stock Director may be filled only by the vote or written consent of holders
     of a majority of the shares of the outstanding Senior Preferred Stock.
     Upon termination of a Default Period, the term of office of the then
     Preferred Stock Director shall automatically terminate, the shares of
     Senior Preferred Stock shall cease to have the voting rights specified in
     this Section A.6(b), the number of directors constituting the Board of
     Directors of the Corporation shall be automatically reduced to eliminate
     the vacancy caused by the termination of the office of the Preferred Stock
     Director and all voting rights shall be vested exclusively in the holders
     of shares of Common Stock, subject to the revesting of voting rights in the
     shares of Senior Preferred Stock in the event of the beginning of another
     Default Period.

     7.   AMENDMENT. This certificate of incorporation of the Corporation shall
not be amended in any manner which would alter or change the powers, preferences
or special rights of the Senior Preferred Stock so as to affect them adversely
(including, without limitation, providing for the creation of any new class of
capital stock senior to, or on a parity with, the Senior Preferred Stock as to
dividends, redemption rights or on liquidation) without the affirmative vote of
the holders of at least a majority of the outstanding shares of Senior Preferred
Stock, voting together as a single class.  The Board of Directors reserves the
right to act by resolution from time to time to decrease the number of shares
which constitute Senior Preferred Stock (but not below the number of shares
thereof outstanding).

                                       A-9

<PAGE>

     7.   The Stockholders of the Corporation, by unanimous written consent,
adopted resolutions authorizing, adopting and approving the aforesaid amendment
to Article FOURTH of the Third Restated Certificate of Incorporation of the
Corporation.

     8.   Except to the extent specifically provided to the contrary in this
Certificate of Amendment, the terms, provisions and conditions of the Third
Restated Certificate of Incorporation of the Corporation shall remain unamended
and in full force and effect.

     9.   This Certificate of Amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, MONTGOMERY WARD HOLDING CORP. has caused this
certificate to be signed by Bernard F. Brennan, its Chairman of the Board, and
attested by Spencer H. Heine, its Secretary, this    day of March, 1996.



                                        MONTGOMERY WARD HOLDING CORP.


                                        By:____________________________________
                                             Bernard F. Brennan
                                             Chairman of the Board


(CORPORATE SEAL)



ATTEST:


By:___________________________
     Spencer H. Heine
     Secretary


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