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                                                                   EXHIBIT 10.19

                            CARSON PIRIE SCOTT & CO.
                         1996 LONG-TERM INCENTIVE PLAN

I.   INTRODUCTION

     A.   Purpose.  This plan is the Carson Pirie Scott & Co. 1996 Long-Term
Incentive Plan (the "Plan").  The Plan is designed to (1) motivate the members
of the Executive Committee and other selected employees of Carson Pirie Scott &
Co. (the "Company") to improve corporate performance and achieve the Company's
long-term strategic goals by providing cash awards for superior business
performance and (2) more closely align the interests of Executive Committee
members with the Company's shareholders.

     B.   Effective Date.  The effective date of the Plan is February 4, 1996, 
subject to the approval of the Plan by the Company's Board of Directors (the 
"Board"). 

     C.   Definitions.  Capitalized terms that are not otherwise defined are
defined in Section IV.

II.  AWARD

     A.   Award.  Subject to Sections II.D., II.E., II.F. and II.H., the
Committee shall award each Participant an Award as of the last business day of
each Determination Period in an amount determined under Section II.B.

     B.   Determination of Amount of Awards.  The amount of a Participant's
Award for each Determination Period shall be determined as follows:

          1.   If, for the Determination Period, DP Actual Earnings are less
than the DP Threshold Earnings Goal, no Award shall be paid.

          2.   If, for the Determination Period, DP Actual Earnings equal the DP
Threshold Earnings Goal, the Participant shall receive the Participant's
Threshold Award.

          3.   If, for the Determination Period, DP Actual Earnings are greater
than the DP Threshold Earnings Goal and less than the DP Maximum Earnings Goal,
the Participant shall receive a prorated portion of the Participant's Maximum
Award in an amount determined by the following formula:

          ((X-A)/(B-A) x (D-C)) + C

where:
          X equals the DP Actual Earnings;
          A equals DP Threshold Earnings Goal;
          B equals DP Maximum Earnings Goal;
          C equals the Participant's Threshold Award; and
          D equals the Participant's Maximum Award.
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          4.   If, for the Determination Period, DP Actual Earnings are equal to
or greater than the DP Maximum Earnings Goal, the Participant shall receive the
Participant's Maximum Award.

     C.   Award Payment Date.  Except as provided in Sections II.D., II.E. and
II.G., the Company shall pay each Participant entitled to an Award for a
Determination Period the amount of the Award in a cash lump sum within 90 days
after the last business day of such Determination Period. Except for Awards paid
pursuant to Sections II.D., II.E. and II.G., a Participant must be employed by
and actively at work providing services to the Company on the date specified
under this Plan as the date the Award is to be paid to the Participant or else
such Award shall be forfeited and the Company shall have no obligation to pay
such Award.

     D.   Retirement, Death or Disability.  If a Participant ceases to be a
Participant during a Determination Period as a result of the Participant's
Retirement, death or Disability, the Participant shall be entitled to receive a
prorated portion of the Award the Participant would have been entitled to
receive under Section II.B. for such Determination Period, as follows:

          1.   Include Applicable Fiscal Years Only.  The definitions of "DP
Maximum Earnings Goal", "DP Threshold Earnings Goal" and "DP Actual Earnings"
for such Determination Period shall be reduced to only include the FY Maximum
Earnings Goal, the FY Threshold Earnings Goal and the FY Actual Earnings for
each Fiscal Year included as part of such Determination Period that has been
completed as of the date of the Participant's Retirement, death or Disability,
if any.  If no Fiscal Year included in such Determination Period has been
completed as of the date of the Participant's Retirement, death or Disability,
no Award shall be paid to the Participant for such Determination Period.

          2.   Prorate Award for Shorter Employment Period.  Any Award that is
payable in accordance with this Section II.D. shall be prorated so that the
Award to be paid shall equal the product of (a) the amount payable as an Award
under Section II.B. to the Participant, multiplied by (b) a fraction, the
numerator of which is the number of months in the Determination Period that have
been completed as of the date of the Participant's Retirement, death or
Disability, and the denominator of which is 36.

          3.   Payment of Award.  Any Award that is payable in accordance with
this Section II.D. shall be paid as soon as practicable after the date of the
Participant's Retirement, death or Disability to the Participant or, in the case
of the Participant's death, to the beneficiary the Participant has designated
under the Plan (or, if the Participant has failed to make an effective
beneficiary designation, to the Participant's estate).

     E.   Change in Control.  If a Change in Control occurs during any
Determination Period, the Participant shall be entitled to receive a prorated
portion of the Award the Participant would have been entitled to receive under
Section II.B. for such Determination Period, as follows:

          1.   Include Applicable Fiscal Years Only.  The definitions of "DP
Maximum Earnings Goal", "DP Threshold Earnings Goal" and "DP Actual Earnings"
for such Determination 

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Period shall be reduced to only include (a) the FY Maximum Earnings Goal, the FY
Threshold Earnings Goal and the FY Actual Earnings for each Fiscal Year included
as part of such Determination Period that has been completed as of the date of
the Change in Control, if any, and (b) the FY Maximum Earnings Goal, the FY
Threshold Earnings Goal and the FY Actual Earnings for the Fiscal Year included
as part of such Determination Period during which the Change in Control occurs.
For purposes of this paragraph 1., FY Actual Earnings for the Fiscal Year in
which the Change in Control occurs shall be deemed to equal the FY Maximum
Earnings Goal for such Fiscal Year.

          2.   Prorate Award for Shorter Employment Period.  Any Award that is
payable in accordance with this Section II.E. shall be prorated so that the
Award to be paid shall equal (a) the amount payable as an Award under Section
II.B. to the Participant multiplied by (b) a fraction, the numerator of which is
the number of months in the entire Determination Period that have been completed
as of the date of the Change in Control (giving 12 months credit for the Fiscal
Year in which the Change in Control occurs), and the denominator of which is 36.

          3.   Payment of Award.  Any Award that is payable in accordance with
this Section II.E. shall be paid to the Participant as soon as practicable after
the Change in Control but no later than 30 days after the Change in Control.
 
     F.   New Hires and Promotions.  If a person becomes a Participant after the
commencement of any Determination Period, the Participant shall be entitled to
receive a prorated portion of the Award the Participant would have been entitled
to receive under Section II.B. for such Determination Period, as follows:

          1.   Include All Fiscal Years.  The DP Maximum Earnings Goal, the DP
Threshold Earnings Goal and the DP Actual Earnings for such Determination Period
shall not be adjusted under this Section II.F.1. so that the FY Maximum Earnings
Goal, the FY Threshold Earnings Goal and the FY Actual Earnings for each Fiscal
Year included in such Determination Period shall be included.

          2.   Prorate Award for Shorter Employment Period.  Any Award that is
payable in accordance with this Section II.F. shall be prorated so that the
Award to be paid shall equal the product of (a) the amount payable as an Award
under Section II.B. to the Participant, multiplied by (b) a fraction, the
numerator of which is the number of months in the Determination Period that the
Participant was a Participant, and the denominator of which is 36.

     G.   Deferral.

          1.   Payments Deferred.  Notwithstanding any other provision in this
Plan, if payment of the full amount of a Participant's Award, at any specified
payment date, would cause the Company to pay an amount that exceeds the amount
for which a deduction is allowable to the Company under Section 162(m) of the
IRC, the Company shall pay, on such specified payment date, only the amount of
the Award for which a deduction is allowable.  The Company shall pay the
remaining portion of the Award as soon as the Company is allowed a deduction for
the payment.

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          2.   Interest on Amounts Deferred.  Each payment deferred under
Section II.G.1. shall accrue simple interest (on the basis of 360-day year),
from the date it would have been paid if no deferral had been made until the
date of actual payment, at the rate of interest per annum reported in The Wall
Street Journal from time to time as the "Prime Rate" or at such other rate as
may be agreed to by the Company and the affected Participant.

     H.   Termination of Participation.  No Award shall be payable under this
Plan for any Determination Period to any Participant who, during such
Determination Period, ceases to be a Participant for any reason other than
Retirement, death, Disability or a Change in Control.

III. MISCELLANEOUS PROVISIONS

     A.   Administration of the Plan.  The Plan shall be administered by the
Committee.  The Committee may adopt rules, regulations and procedures and take
all other action as it deems necessary or proper for the administration of the
Plan.  The Committee shall have full power and authority to interpret the Plan
and the Committee's interpretation shall be final and conclusive.  The Committee
may consult with counsel, who may be counsel for the Company, and shall not
incur any liability for any action taken in good faith in reliance upon the
advice of counsel.

     B.   Facility of Payment.  If the Committee, in its sole discretion,
determines that a Participant or beneficiary entitled to receive a payment under
this Plan is incompetent to receive such payment by reason of infirmity or
incapacity of any kind, the Committee may apply or make the payment to any
person selected by the Committee to disburse the payment for the benefit of the
Participant or beneficiary.  Payments made pursuant to this Section III.B. shall
completely discharge all the Company's obligations or liabilities under the Plan
with respect to such payment.

     C.   Participant's Rights Unsecured.  The right of any Participant to
receive future payments under the Plan shall be an unsecured claim against the
Company's general assets.

     D.   Restrictions on Transferability.  No right to receive payments under
the Plan shall be transferable or assignable other than by an effective
beneficiary designation made under the Plan, by will or by the laws of descent
and distribution.  Any other attempted assignment or alienation of payments
under the Plan shall be void and of no force and effect.

     E.   No Employment Rights.  The Plan shall not be construed as conferring
any rights upon any person for a continuation of employment, nor shall it
interfere with the rights of the Company to terminate any person's employment or
to take any other action affecting such person.

     F.   Withholding on Payments.  The Company shall deduct from the amount of
any cash payable under the Plan an amount necessary to satisfy any applicable
federal, state, and local tax withholding requirements.

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     G.   Amendments.  The Plan may be amended, modified or terminated by the
Board at any time; provided, however, that no amendment, modification, or
termination shall, during any Determination Period:

          1.   alter the levels of the DP Threshold Earnings Goal or the DP
Maximum Earnings Goal with respect to such Determination Period;

          2.   increase the amount of any Awards payable under Article II as a
reward for achievement of such performance targets;

          3.   cause the acceleration of the payment of any Awards payable under
Article II, unless they are reduced in amount to take into account the time
value of money; or

          4.   cause the payment of any Award to be delayed, unless the amount
paid reflects the crediting of interest at the rate of interest per annum
reported in The Wall Street Journal from time to time as the "Prime Rate" or at
such other rate as may be agreed to by the Company and the affected Participant.

     H.   Governing Law.  Except as otherwise required by applicable federal
laws, this Plan shall be governed by, and construed in accordance with, the
internal laws of the State of Illinois.

     I.   Captions.  Captions and Section headings are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Plan.

IV.  DEFINITIONS

     A.   "Award" means compensation awarded to a Participant for a
Determination Period pursuant to Section II.A.

     B.   "Board" is defined in Section I.B.

     C.   "Change in Control" means:

          1.   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company where such acquisition causes such Person to own 30%
or more of the combined voting power of the then-outstanding voting securities
of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, for purposes of
this paragraph 1., the following acquisitions shall not be deemed to result in a
Change of Control: (a) any acquisition directly from the Company, (b) any
acquisition by the Company, (c) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation pursuant to
a transaction that complies with clauses (a), (b) and (c) of paragraph 3. of
this definition of Change of Control; and provided, further, if any Person's
beneficial ownership of the

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Outstanding Company Voting Securities equals or exceeds 30% as a result of a
transaction described in clause (a) or (b) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of the Company,
such subsequent acquisition shall be treated as an acquisition that causes such
Person to own 30% or more of the Outstanding Company Voting Securities; or

          2.   Individuals who, as of February 6, 1996, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board of Directors of the Company; provided, however, that any individual
becoming a director subsequent to February 6, 1996 whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

          3.   The earlier of shareholder approval of, or consummation of, a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition of assets of
another corporation ("Business Combination") excluding, however, any Business
Combination pursuant to which (a) all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of, respectively, the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the Outstanding Company Voting Securities, (b) no Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 30% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (c) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

          4.   Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

     D.   "Committee" means the compensation committee of the Board which
committee shall have at least two members, each of whom shall be a member of the
Board and shall be an Outside Director.

     E.   "Company" is defined in Section I.A.

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     F.   "DP Actual Earnings" means, except as provided in Sections II.D.1. and
II.E.1., the sum of FY Actual Earnings for each Fiscal Year within a
Determination Period.

     G.   "DP Maximum Earnings Goal" means, except as provided in Sections
II.D.1. and II.E.1., the sum of  FY Maximum Earnings Goal for each Fiscal Year
within a Determination Period which amount represents the DP Actual Earnings
that the Company must achieve in order for the Company to pay Maximum Awards for
that Determination Period.

     H.   "DP Threshold Earnings Goal" means, except as provided in Sections
II.D.1. and II.E.1., the sum of FY Threshold Earnings Goal for each Fiscal Year
within a Determination Period which amount represents the DP Actual Earnings
that the Company must achieve in order for the Company to pay Threshold Awards
for that Determination Period.

     I.   "Determination Period" means (1) an amount of time equal to three
consecutive Fiscal Years with the first Fiscal Year of the first Determination
Period beginning on February 4, 1996 and the first Fiscal Year of each
successive Determination Period beginning on the first day of each next Fiscal
Year or (2) if Section II.D. or II.E. shall be applicable, the lesser number of
Fiscal Years determined in accordance with such Section.

     J.   "Disability" means any permanent mental or physical condition which
(1) prevents a Participant from reasonably discharging the duties of the
Participant's position, (2) is attested to in writing from time to time by a
physician selected by the Company and reasonably acceptable to the Participant,
and (3) has continued for at least six consecutive months or for a period
aggregating 6 months in any period of 18 consecutive months for the same or a
related condition.
 
     K.   "Executive Committee" means the Company's executive committee,
including its senior executive committee, as comprised from time to time in
accordance with the Company's policies.

     L.   "FY Actual Earnings"  means, subject to Section II.E.1., the Company's
cumulative earnings for the Fiscal Year computed in accordance with generally
accepted accounting practices, as determined by the Company's independent
accountants, but before deductions for interest, income taxes, depreciation and
amortization provided that, if the Company's actual capital expenditures in the
preceding Fiscal Year were less than or greater than the budgeted capital
expenditures for such preceding year, FY Actual Earnings shall be increased by
(if less than) or reduced by (if greater than), as applicable, an amount equal
to 20% of the difference between the preceding year's actual capital
expenditures and the budgeted capital expenditures.

     M.   "FY Maximum Earnings Goal" means 120% of the preceding Fiscal Year's
FY Maximum Earnings Goal, provided, however, that for the first Fiscal Year of
the Plan, the FY Maximum Earnings Goal shall equal $105,200,000.

     N.   "FY Threshold Earnings Goal" means 110% of the preceding Fiscal Year's
FY Threshold Earnings Goal, provided, however, that for the first Fiscal Year of
the Plan, the FY Threshold Earnings Goal shall equal $96,500,000.

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     O.   "Fiscal Year"  means the 52-53 week period each year that is the
Company's fiscal year.

     P.   "IRC" means the Internal Revenue Code of 1986, as amended.

     Q.   "Maximum Award" means, with respect to a Participant, the amount of
the Award that, no later than 90 days after the start of a Determination Period,
the Committee determines to be the maximum award for such Participant under this
Plan and is based upon the Participant's position with the Company, provided,
however, Maximum Awards for the Determination Period commencing February 4, 1996
are listed on Exhibit A to this Plan.

     R.   "Outside Director" means a person who is an outside director within
the meaning of Section 162(m)(4)(c)(i) of the IRC.

     S.   "Participant" means each member of the Executive Committee whose
participation in the Plan is approved in writing by the Committee, and each
additional employee of the Company recommended by the Company's Chief Executive
Officer to the Committee for participation in the Plan, provided the Committee
grants its written approval of such individual's participation in the Plan.  An
individual's status as a Participant shall terminate automatically upon the
Participant's ceasing to be a member of the Executive Committee, or, in the case
of a Participant who is not a member of the Executive Committee, at such time as
may be determined by the Committee, but not later than the date such individual
ceases to be employed by the Company.

     T.   "Plan" is defined in Section I.A.

     U.   "Retirement" means retirement under the terms of the Carson Pirie
Scott & Co. Pension Plan.

     V.   "Threshold Award" means, with respect to a Participant, the amount of
Award that, no later than 90 days after the start of a Determination Period, the
Committee determines to be the threshold award for such Participant under this
Plan and is based upon the Participant's position with the Company, provided,
however, Threshold Awards for the Determination Period commencing February 4,
1996 are listed on Exhibit A to this Plan.

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                                   EXHIBIT A


Threshold Awards and Maximum Awards for the Determination Period of the Plan
beginning February 4, 1996 are as follows:

<TABLE>
<CAPTION>
                 Title                     Threshold Award      Maximum Award
                 -----                     ---------------      -------------
<S>                                        <C>                  <C> 

Chief Executive Officer and Chairman of        $50,000             $150,000
the Board (the "CEO")

President and Chief Operating Officer          $35,000             $105,000
(the "COO")

Senior Executive Committee
Members excluding the CEO and COO              $30,000             $ 90,000
(the "Remaining SEC Members")

Executive Committee Members excluding          $15,000             $ 45,000
the CEO, COO and Remaining SEC 
Members
</TABLE>

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