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                                Exhibit (10)(xii)

           Material Contracts -- Executive Benefit Amendment Agreement
               between Richman Gordman 1/2 Price Stores, Inc. and
                Certain Executive Officers dated August 27, 1997.


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                                EXECUTIVE BENEFIT
                               AMENDMENT AGREEMENT


         This Executive Benefit Amendment Agreement (the "Agreement") is made as
of August 1, 1997 among the Company and the officers (the "Officers" and, as to
each signatory hereto, an "Officer") of RICHMAN GORDMAN 1/2 PRICE STORES, INC.,
(the "Company").

         WHEREAS, the Company has amended its executive benefits plans upon the
recommendation of the Officers; and

         WHEREAS, each of the Officers is party to an employment-related
agreement (an "Employment Agreement") between the Officer and the Company; and

         WHEREAS, the Company and the Officers desire to amend the Employment
Agreements to conform to the amended executive benefit plan;

         NOW, THEREFORE, the undersigned Officers hereby acknowledge and agree
that, effective as of August 1, 1997, the following changes shall apply to
executive fringe benefits available to such Officers under general benefit plans
provided by the Company or under the Employment Agreements:

                  (a) Benefits in connection with health insurance, dental
         insurance, life insurance and medical reimbursement will be no greater
         than those provided to all other [salaried] associates. In this regard,
         the Executive Reimbursement Account benefit has been terminated.

                  (b) The Company will no longer pay the initiation fee or dues
         for Prairie Life Health Club memberships.

         DATED as of August 27, 1997.


                                                    /s/ Jeffrey J. Gordman
                                                   -----------------------------
                                                   Jeffrey J. Gordman



                                                    /s/ Michael A. Mallaro
                                                   -----------------------------
                                                   Michael A. Mallaro



                                                    /s/ Dean Williamson
                                                   -----------------------------
                                                   Dean Williamson


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                                                    /s/ James H. Cooke
                                                   -----------------------------
                                                   James H. Cooke



                                                    /s/ Ronald Kent Hall
                                                   -----------------------------
                                                   Ronald Kent Hall



                                                    /s/ John W. Simkins
                                                   -----------------------------
                                                   John W. Simkins



                                                    /s/ Norman J. Farrington
                                                   -----------------------------
                                                   Norman J. Farrington



                                                    /s/ Donald L. DeGraeve
                                                   -----------------------------
                                                   Donald L. DeGraeve


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