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                                Amendments to By-laws


    Amendments to the By-laws of Montgomery Ward Holding Corp. adopted by the
Board of Directors by unanimous written consent:

    1.   Paragraph (a) of Section 1 of Article III of the By-laws of Montgomery
Ward Holding Corp. (as amended and restated as of December 29, 1994) is hereby
amended and restated to read in its entirety as follows:

         "(a)  Except as otherwise provided in the other paragraphs of
    this Section 1, the total number of directors which shall be elected
    by the stockholders shall be ten (10), five to be designated by
    Brennan and five to be designated by GE Capital; PROVIDED, HOWEVER, at
    such time as Brennan ceases to be the Chairman of the Board and Chief
    Executive Officer of Ward, Brennan shall cause two of his designees
    then serving as members of the board of directors to resign effective
    upon the appointment of a successor Chairman of the Board and Chief
    Executive Officer of Ward, which such successor shall be entitled to
    designate two members (including himself) and Brennan thereafter shall
    be entitled to designate three members of the board of directors."

    2.   Section 1 of Article III of the By-laws is hereby amended to add new
subparagraphs (d) and (e) to read in their entirety as follows:

         "(d)  (x) at such time, if any, as Brennan and his Permitted
    Transferees collectively shall cease to own, in the aggregate, more
    than 50% of the Shares which they held on December 1, 1996 and Brennan
    is no longer Chairman of the Board and Chief Executive Officer of
    Ward, the number of members of the board of directors which GE Capital
    shall have the right to designate shall be increased by two and the
    number of members of the board of directors which Brennan shall have
    the right to designate shall be reduced by two, and (y) at such time,
    if any, as Brennan and his Permitted Transferees collectively shall
    cease to own, in the aggregate, more than 20% of the Shares which they
    held on December 1, 1996 and Brennan is no longer Chairman of the
    Board and Chief Executive Officer of Ward, Brennan shall no longer
    have the right to designate any member of the board of directors and
    the members that Brennan would have been entitled to designate (after
    taking into account the number of directors that GE Capital is
    entitled to designate as a result of the decrease in ownership below
    the 50% level describe in (x) above) shall be designated by the
    Chairman of the Board and Chief Executive Officer of Ward.


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         (e)   in the event of Brennan's death or legal incompetence, his
    rights, if any, to designate directors hereunder shall be exercisable
    by his Permitted Transferees based on a vote of a majority of the
    Shares held by such Permitted Transferees."

Paragraphs (d) through (f) of Section 1 of Article III of the By-laws prior to
such amendment shall be renumbered such that such paragraph (d) shall be
numbered paragraph (f) and so forth.

    3.   The lead-in paragraph of Section 10 of Article III of the By-laws is
hereby amended and restated in its entirety to read as follows:

         "SECTION 10.  CERTAIN SUPERMAJORITY REQUIREMENTS.  Any matter
    requiring action of the board of directors of the corporation shall
    require the affirmative vote of not less than two-thirds (2/3) of the
    entire board of directors (i.e., at least two-thirds (2/3) of the
    number of directorships, regardless of how many directors are then in
    office).  The actions which shall require action by such board of
    directors shall include, without limitation, the following:"


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    4.   The By-laws are hereby amended to add a new Article X which reads in
its entirety as follows:

                                      "ARTICLE X

                     SHARE TRANSFERS SUBJECT TO VOTING AGREEMENTS

         Any Transfer of Shares to any Person shall not be effective until
    such Person executes a written agreement pursuant to which such Person
    acknowledges and agrees that the Shares Transferred to it remain
    subject to all restrictions on Transfer contained in the Stockholders'
    Agreement and that it is subject to the voting provisions applicable
    to Brennan immediately prior to the consummation of the Transfer
    including, without limitation, the provisions contained therein
    relating to voting for members of the Board of Directors designated by
    Brennan, GE Capital and the Chairman of the Board and Chief Executive
    Officer of Ward."


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