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                      MONTGOMERY WARD & CO., INCORPORATED
                                Second Amendment
                                     to the
                      Montgomery Ward & Co., Incorporated
                            Retirement Security Plan

                            Dated:  October 31, 1996

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

    WHEREAS, pursuant to Section 17.1 POWER TO AMEND, the Benefit Plans
Committee ("Committee") has reserved the power to amend the Plan under certain
circumstances; and

    WHEREAS, the Committee desires to amend the Plan.

    NOW, THEREFORE, the Plan is amended effective January 1, 1996, in the
following manner:

    1.   Section 2.13 "Credited Service" is amended by deleting the third and
fourth sentences thereof, and inserting the following in lieu thereof:

    "Effective January 1, 1989, Credited Service shall include any period of
    disability leave of absence provided that the Associate was a Participant
    immediately prior to such leave or became eligible while on such leave and
    further provided that (i) the Participant is receiving long-term disability
    benefits from a plan sponsored by the Company, or a Disability Retirement
    Benefit from this Plan and (ii) the number of years of Credited Service
    credited pursuant to this Section 2.13 does not exceed the number of years
    of Credited Service prior to the disability.  Effective January 1, 1994,
    credit under the Plan for the period of disability leave of absence during
    which the Participant is receiving long-term disability benefits from a
    plan sponsored by the Company shall be limited to (i) the duration of the
    disability leave of absence; (ii) the period prior to the Participant's
    Normal Retirement Date; (iii) one year if the Participant has less than ten
    years of continuous service; or (iv) two years if the Participant has ten
    or more years of continuous service prior to such disability leave of
    absence, whichever is less."

    In addition, Section 2.13 "Credited Service" is amended by adding the
following as the last paragraph thereof:

    "For purposes of determining the Associate's eligibility under the Plan
    under Article IV ELIGIBILITY, for purposes of determining the Associate's
    eligibility for a Retirement Benefit under Article X ELIGIBILITY FOR
    RETIREMENT BENEFIT or for purposes of determining both the Associate's
    eligibility under the Plan and eligibility for a Retirement Benefit,
    Credited Service shall include any service an Associate was credited with
    as an employee of any organization which operated any trade or business, or
    any separate unit of a trade or business substantially acquired by the
    Company, but only to the extent so provided by appropriate action of the
    Committee."

    2.   Sections 2.14(1), 2.14(2) and 2.14(3) are added to the Plan
immediately following Section 2.14 as follows:

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         "2.14(1)  'Disability Participant' means each Associate or former
    Associate who is entitled to receive Disability Retirement Benefit payments
    hereunder in accordance with an election made pursuant to Section 5.1
    hereof.

         2.14(2)   'Disability Plan' means the Montgomery Ward & Co.,
    Incorporated Long-Term Disability Plan, as amended (except as otherwise
    stated herein), through the date of the Disability Participant's election
    to receive a Disability Retirement Benefit under this Plan pursuant to
    Section 5.1 hereof.

         2.14(3)   'Disability Retirement Benefit' means a Disability
    Participant's monthly annuity benefit determined in accordance with Section
    9.3(1)(a) and (b) hereof upon the Disability Participant's election
    pursuant to Section 5.1 hereof and payable in accordance with Section 11.8
    hereof."

    3.   Section 2.55 is hereby amended by adding the following to the end
         thereof:

    "For purposes of determining Years of Service under ARTICLE IV ELIGIBILITY
    and under Section 2.51 regarding vesting of benefits, each Participant who
    was employed by Amoco Oil Company or its affiliates on December 31, 1995
    and who became an Associate of Montgomery Ward Life Insurance Company, also
    known as "Signature", on January 1, 1996 in connection with the Stock
    Purchase Agreement by and between Amoco Oil Company, Amoco Oil Holding
    Company, Montgomery Ward & Co., Incorporated and Signature
    Financial/Marketing, Inc., dated December 29, 1995 shall have all years of
    service with Amoco Oil Company or its affiliates treated as Years of
    Service with the Company.  Also, for purposes of determining Years of
    Service under ARTICLE IV ELIGIBILITY and under Section 2.51 regarding
    vesting of benefits, each Participant who was an employee of Emanacom Data
    Services, Inc. on July 16, 1996 and who became an Associate of Signature on
    July 16, 1996 shall have all years of service with Emanacom Data Services,
    Inc. treated as Years of Service with the Company."

    4.   ARTICLE IV ELIGIBILITY is hereby amended by adding the following to
the end thereof:

    "Each Associate or former Associate who became 'Totally Disabled' (as such
    term was defined by the Disability Plan as in effect at such time) on or
    before October 1, 1990; is entitled to receive the full Disability Benefit
    (as that term is defined in the Disability Plan); and elects to receive a
    Disability Retirement Benefit under this Plan shall be eligible to
    participate in this Plan as a Disability Participant.  Notwithstanding the
    foregoing, each participant in the Amoco Employee Savings Plan ("Amoco
    Plan") on December 31, 1995 and each participant in the Amoco Oil Company
    Retirement Plan ("Amoco Oil Plan") on December 31, 1995 who became an
    Associate of Signature on January 1, 1996 (or, with respect to a
    participant in the Amoco Plan or the Amoco Oil Plan on December 31, 1995
    who on January 1, 1996 was on medical, military, personal, educational or
    family leave status from Amoco Oil Company or its affiliates, who became an
    Associate of Signature on any date prior to January 1, 1997), shall become
    a Participant in the Plan as of the first day of the first month following
    the date he becomes an Associate of Signature even if such Associate shall
    have had less than one Year of Service, in which case such Associate shall
    be granted one Year of Service credit


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    for purposes of eligibility and shall be deemed to be age 21 for
    eligibility purposes, unless such Associate is a Highly Compensated
    Associate.  Notwithstanding the foregoing, each employee of Emanacom Data
    Services, Inc. on July 16, 1996 who became an Associate of Signature on
    July 16, 1996 shall become a Participant in the Plan as of the first day of
    the first month following July 16, 1996."

    5.   Section 5.1 ENROLLMENT is amended by adding the following at the end
thereof:

    "Each Associate or former Associate who is eligible to become a Disability
    Participant under the Plan and elects to receive a Disability Retirement
    Benefit shall become a Disability Participant on a date determined by the
    Administrative Director, but no later than ninety (90) days following the
    Associate's or former Associate's submission of an election, in such form
    as may be prescribed by the Committee, to receive a Disability Retirement
    Benefit under this Plan."

    6.   Article VIII RETIREMENT DATES is amended by adding the following
Section 8.4 at the end thereof:

         "8.4 DISABILITY RETIREMENT DATE.   A Disability Participant's
    Disability Retirement Date shall be the date on which the Disability
    Participant became a Disability Participant pursuant to Section 5.1
    hereof."

    7.   The title of Article IX AMOUNT OF RETIREMENT BENEFIT is amended by
inserting the phrase "OR DISABILITY RETIREMENT BENEFIT" at the end thereof.

    8.   Article IX AMOUNT OF RETIREMENT BENEFIT OR DISABILITY RETIREMENT
BENEFIT is amended by adding the following Section immediately following Section
9.3:

         "Section 9.3(1)     DISABILITY RETIREMENT BENEFIT PAYABLE AT
    DISABILITY RETIREMENT DATE.

         (a)  A Disability Participant who makes an election to receive the
    Disability Retirement Benefit under this Plan shall receive a monthly
    annuity in an amount, determined as of the Disability Participant's
    Disability Retirement Date, equal to sixty percent (60%) of the Disability
    Participant's Covered Earnings (as defined by the Disability Plan as in
    effect on the Disability Participant's Retirement Date); provided that such
    amount shall not exceed SIX THOUSAND DOLLARS ($6,000) prior to reduction
    for any other benefits payable as described in Subsection (b) below.

         (b)  The monthly amount of the Disability Retirement Benefit shall be
    reduced by the amount payable from the following sources determined as of
    the Disability Participant's Retirement:

              (i)    Any applicable worker's compensation or occupational
              diseases law,

              (ii)   the Social Security Act (including any portion
              attributable to dependents), and


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              (iii)  any state disability benefit law or no-fault insurance in
              lieu thereof;

    provided that the amount of any benefit referred to in clause (ii) above
    shall not be taken into account to the extent it is attributable to any
    cost-of-living increase two years or more after commencement of the
    benefits to the Disability Participant under the Disability Plan.
    Reduction shall be made whether or not a Disability Participant applied for
    and actually received any such other benefit to which he is or may be
    entitled.  The amount of the benefits payable referred to in paragraphs
    (i), (ii) and (iii) of this Subsection and such reduction shall be
    determined by the Committee, in its sole discretion.

         (c)  A Disability Participant who becomes a Disability Participant on
    or before November 1, 1996 shall be entitled to the lump sum benefit
    described in this Subsection.  The amount of the lump sum benefit shall be
    equal to the present value, determined as of the Disability Participant's
    Disability Retirement Date, of the Disability Retirement Benefit payable to
    the Disability Participant under this Plan, multiplied by twelve and
    one-half percent (12 1/2%).  For the purpose of determining the amount of
    the lump sum benefit under this Subsection, the present value of the
    Disability Participant's Disability Retirement Benefit shall be determined
    using the interest rate and mortality assumptions used under the Plan to
    determine Actuarial Equivalent and by assuming that the Disability
    Participant will continue to receive such monthly annuity benefit until the
    earlier of the Disability Participant's death or attainment of age
    sixty-five (65.)"

    9.   Section 9.4 OFFSET OF RETIREMENT BENEFIT is amended for purposes of
clarification by deleting the last sentence thereof and inserting the following
in lieu thereof:

    "The Retirement Benefit payable to associates of Montgomery Ward Insurance
    Company shall be reduced by the current annuity rates of a legal reserve
    life insurance company chosen by the Committee of that portion of the
    annuity that could be purchased with the Transferred Contributions and
    their contributions prior to January 1, 1984 (or October 1, 1984 for
    certain associates) under the Savings and Profit Sharing Plan."

    10.  Section 9.6 RETIREMENT BENEFIT PAYABLE UPON RETIREMENT FOLLOWING
REEMPLOYMENT AFTER TERMINATION OF SERVICE is amended by adding the following
words immediately after the words "(after applying the offset":

    "of the actuarial equivalent of any Retirement Benefit paid to the
    Participant."

    11.  Section 10.4 LONG-TERM DISABILITY BENEFITS is amended by adding the
following to the end thereof:

    "During any period that a Disability Retirement Benefit would otherwise be
    payable under this Plan, no Retirement Benefit will be payable under this
    Plan unless the Participant ceases to receive the Disability Retirement
    Benefit under this Plan."

    12.  Article XI METHODS OF PAYMENT is amended by adding the following
Section 11.8 to the end thereof:


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         "11.8     DISABILITY RETIREMENT BENEFIT.  A Participant's Disability
    Retirement Benefit shall only be paid in the form of a monthly annuity
    benefit the amount of which is determined in accordance with Section
    9.3(1)(a) and (b) payable commencing with the Participant's Disability
    Retirement Date and ending on the first day of the month in which the
    Disability Participant attains age sixty-five, dies, begins to receive a
    Retirement Benefit under the terms of this Plan, whichever is the first to
    occur.  The lump sum benefit, if any, to which a Disability Participant is
    entitled pursuant to Section 9.3(1)(c) shall be paid within a reasonable
    period of time following the month in which the Associate or former
    Associate first became a Disability Participant."

    13.  The text of Section 11.5 WRITTEN EXPLANATION OF SURVIVOR BENEFIT is
hereby deleted in its entirety and the following is inserted in lieu thereof:

         "(a) The Committee shall furnish or cause to be furnished to each
    married Participant explanations of the Qualified Joint and Survivor
    Benefit and Pre-Retirement Death Benefit in Section 12.1(a) under
    procedures developed by the Committee in accordance with the Code and
    Regulations.  Specifically, with respect to the election to waive a
    Qualified Joint and Survivor Benefit, the Committee shall furnish or cause
    to be furnished to the Participant the written explanation of the Qualified
    Joint and Survivor Benefit, as described in Subsection (b) below.  If the
    Participant, after having received the written explanation described in
    Subsection (b) below, affirmatively elects in writing to receive the
    Participant's Retirement Benefit in one of the optional forms described in
    Section 11.2 in lieu of a Qualified Joint and Survivor Benefit with the
    consent of the Participant's spouse, if necessary, such optional form of
    distribution may commence no less than seven (7) days after the written
    explanation described in Subsection (b) below is provided to the
    Participant.  A Participant is permitted to revoke an affirmative
    distribution election up until the date payment of the Participant's
    Retirement Benefit commences, or, if later, at any time prior to the
    expiration of the seven (7) day period that begins the date after the
    explanation in Subsection (b) below is provided to the Participant.

         (b)  Other than as described in Subsection (a) above, with regard to
    the election to waive a Qualified Joint and Survivor Benefit, the Committee
    shall furnish or cause to be furnished to the Participant no less than
    thirty (30) days and no more than ninety (90) days prior to the date
    payment of the Participant's Retirement Benefit commences written
    explanation of:

              (i)   the terms and conditions of the Qualified Joint and
         Survivor Benefit;

              (ii)  the Participant's right to make, and the effect of, an
         election to waive the Qualified Joint and Survivor Benefit;

              (iii) the right of the Participant's spouse to consent to any
         election to waive the Qualified Joint and Survivor Benefit;

              (iv)  the right of the Participant to revoke such election, and
         the effect of such revocation; and


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              (v)   the right of the Participant to consider whether to waive
         the Qualified Joint and Survivor Benefit for at least thirty (30) days
         prior to the date payment of the Participant's Retirement Benefit
         commences.

         (c)  A married Participant may elect in writing to waive the Qualified
    Joint and Survivor Benefit.  Such election must be consented to by the
    Participant's spouse.  If the Participant elects a Ten Years Certain and
    Continuous Benefit, the election and the spouse's consent thereto must
    designate specific beneficiary(ies) including any class of beneficiaries or
    any alternate beneficiaries, and, with respect to a Qualified Joint and
    Survivor Benefit, the form of benefits that the designated beneficiary
    (ies) shall receive, which designations may not be changed without spousal
    consent unless the spouse expressly permits designations by the
    Participant, without any further spousal consent.  Such spouse's consent
    must acknowledge the effect of such election and be witnessed by a Plan
    representative or a notary public.  Such consent shall not be required if
    it is established to the satisfaction of the Committee that the required
    consent cannot be obtained because there is no spouse, the spouse cannot be
    located, or other circumstances that may be prescribed by the Regulations.
    The election made by the Participant and consented to by the Participant's
    spouse may be revoked by the Participant in writing without the consent of
    the spouse at any time prior to the distribution of the Participant's
    Retirement Benefit.  Any new election must comply with the requirements of
    this Subsection (c).  A former spouse's waiver shall not be binding on a
    new spouse."

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


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