Montgomery Ward Holding Corp Watch

from 10-K405 ~5 pages Supplemental Employment Agreement-11/6/1977

from 10-K405 1 page Letter Agreement Dated 11/3/1997

from 10-K405 1 page <page> 10.(xvii)(b) April 30, 1997 Mr. Kevin Freeman 105 Harbor Drive, #128 Stamford, Connecticut 06902 Dear Kevin: Reference Is Made to Your Compensation Agreement (The "Agreement") Dated as of March 17, 1997, With Montgomery Ward & Co., Incorporated (The "Company"). in Order to Induce You to Accept the Offer of Employment Contained in the Agreement, General Electric Capital Corporation ("Ge Capital"), as a Principal Shareholder in the Company, Hereby Agrees With You That If, for Any Reason Other Than Termination of Your Employment, Either Voluntarily by You or for "Cause" by the Company, the Company Shall Fail to Pay to You the Base Salary for the First Three Years of Such Agreement and the Guaranteed Bonuses for Each of the First Two Years of Such Agreement, Then Ge Capital Shall Pay Such Amounts to You as Provided in and Subject to the Conditions of the Agreement. This Obligation on the Part of Ge Capital Shall Be Triggered by Your Written Notice to Ge Capital That the Company Has Ceased to Make Such Payments as Required by Such Agreement. Very Truly Yours, General Electric Capital Corporation By: /S/ Edward D. Stewart Edward D. Stewart Executive Vice President

from 10-K405 1 page Letter Agreement Dated 4/30/1997

from 10-K405 1 page Letter Agreement Dated 11/3/1997

from 10-K405 1 page <page> 10.(xvi)(b) September 4, 1997 Mr. Thomas J. Paup 1353 Park Lane Pelham Manor, Ny 10803 Dear Tom: Reference Is Made to Your Compensation Agreement (The "Agreement") Dated as of September 2, 1997, With Montgomery Ward & Co., Incorporated (The "Company"). in Order to Induce You to Accept the Offer of Employment Contained in the Agreement, General Electric Capital Corporation ("Ge Capital"), as a Principal Shareholder in the Company, Hereby Agrees With You That If, for Any Reason Other Than Termination of Your Employment, Either Voluntarily by You or for "Cause" by the Company, the Company Shall Fail to Pay to You the Base Salary for the First Three Years of Such Agreement and the Guaranteed Bonuses for Each of the First Two Years of Such Agreement and the Emergence Bonus, Then Ge Capital Shall Pay Such Amounts to You as Provided in and Subject to the Conditions of the Agreement. This Obligation on the Part of Ge Capital Shall Be Triggered by Your Written Notice to Ge Capital That the Company Has Ceased to Make Such Payments as Required by Such Agreement. Sincerely, General Electric Capital Corporation by /S/ Edward D. Stewart Edward D. Stewart Executive Vice President

from 10-K405 ~5 pages Employment Agreement Dated 9/2/1997

from 10-K405 1 page Letter Agreement Dated 11/3/1997

from 10-K405 ~5 pages Amendment to Employment Agreement

from 10-K405 ~5 pages Supplemental Employment Agreement

from 10-K405 ~50 pages Incorporated Savings Plan as Amended & Restated

from 10-K405 1 page Fifth Amendment To-Incorporated Retirement Plan

from 10-K405 1 page Fourth Amendment To-Incorporated Retirement Plan

from 10-K405 1 page Third Amendment To-Incorporated Retirement Plan

from 10-K405 1 page Second Amendment To-Incorporated Retirement Plan

from 10-K405 ~5 pages First Amendment To-Incorporated Retirement Plan

from 10-K405 >50 pages Incorporated Retirement Security Plan

from 10-K405 >50 pages Master Service Agreement

from 10-Q ~5 pages Material contract

from 10-Q ~5 pages Waiver, Amendment and Extension Agreement