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                                                                   EXHIBIT 10.18

                           CARSON PIRIE SCOTT & CO.
 
                           1993 STOCK INCENTIVE PLAN
 
                 AS AMENDED AND RESTATED AS OF MARCH 19, 1997
 
I. INTRODUCTION
 
  A. Purpose. This plan shall be known as the Carson Pirie Scott & Co. 1993
Stock Incentive Plan (the "Plan"). The Plan is designed to more closely align
the interests of the executives of Carson Pirie Scott & Co. (the "Company")
with the Company's shareholders and to motivate executives to improve
corporate performance on a long-term basis.
 
  B. Effective Date. The effective date of the Plan shall be October 29, 1993.
The Company intends that the Plan and its operation comply with the provisions
of Rule 16b-3 under the Securities Exchange Act of 1934 or any successor rule
(the "Exchange Act").
 
II. PLAN DEFINITIONS
 
  The following terms shall have the meanings set forth below:
 
    1. "Acquisition" is defined in Section III.B.
 
    2. "Acquisition Consideration" is defined in Section III.B.
 
    3. "Award" means the grant of a stock option or restricted stock.
 
    4. "Board" means the Board of Directors of the Company.
 
    5. "Change of Control" means:
 
      a. the acquisition by any individual, entity or group (within the
    meaning of Section 13(d)(3) or 14(d)(2) of 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 CPS Voting Securities"); provided, however, for purposes
    of this paragraph (a), the following acquisitions shall not be deemed
    to result in a Change of Control: (i) any acquisition directly from the
    Company, (ii) any acquisition by the Company, (iii) any acquisition by
    any employee benefit plan (or related trust) sponsored or maintained by
    the Company or any corporation controlled by the Company or (iv) any
    acquisition by any corporation pursuant to a transaction that complies
    with clauses (i), (ii) and (iii) of paragraph (c) of this definition of
    Change of Control; and provided, further, if any Person's beneficial
    ownership of the Outstanding CPS Voting Securities equals or exceeds
    30% as a result of a transaction described in clause (i) or (ii) 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 CPS Voting Securities; or
 
      b. individuals who, as of February 6, 1996, constitute the Board of
    Directors of the Company (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
 
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    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 of Directors of the Company; or
 
      c. the 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 (i) all or substantially all of the individuals and
    entities who were the beneficial owners of the Outstanding CPS 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 Companys 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 CPS Voting Securities, (ii) 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 (iii)
    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 of Directors of the Company,
    providing for such Business Combination; or
 
      d. approval by the shareholders of the Company of a complete
    liquidation or dissolution of the Company.
 
    6. "Code" means the Internal Revenue Code of 1986, as amended, or any
  successor statute.
 
    7. "Committee" means the Committee described in Section IV.A.
 
    8. "Company" is defined in Section I.A.
 
    9. "Common Stock" means the Company's Common Stock, $.01 par value, and
  such other stock as may be substituted for the Company's Common Stock
  pursuant to Section III.B.
 
    10. "Eligible Employee" means the officers and other key employees of the
  Company or a Subsidiary. Directors who are not full-time employees of the
  Company or a Subsidiary shall not be eligible to be granted Awards under
  this Plan. Eligibility under this Plan shall be determined by the
  Committee.
 
    11. "Exchange Act" is defined in Section I.B.
 
    12. "Fair Market Value" means with respect to the Common Stock, on any
  date (a) if the Common Stock is then listed and traded on a registered
  national securities exchange or is quoted in the NASDAQ National Market
  System, the closing price recorded in composite transactions as reported in
  The Wall Street Journal (Midwest Edition) for such date or the preceding
  business day if such date is not a business day, or (b) in the absence of
  reported sales or if the Common Stock is not so listed or quoted, the value
  of the Common Stock as determined in good faith by the Committee.

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    13. "Grantee" means any Eligible Employee who has been granted an Award
  under the Plan.
 
    14. "Option Price" is defined in Section V.B.
 
    15. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act.
 
    16. "Subsidiary" means any corporation now or hereafter in existence in
  which the Company owns, directly or indirectly, a voting stock interest of
  more than fifty percent.
 
III. SHARES SUBJECT TO AWARD
 
  A. Available Shares. The total number of shares of Common Stock that may be
issued under the Plan shall not exceed 2,339,130. Subject to the next
sentence, shares of Common Stock subject to and not issued under Awards which
expire, terminate, or are canceled or forfeited for any reason under the Plan
shall again become available for the granting of Awards. The Committee may
modify share usage and issuance so as to conform this Plan and any Awards to
the requirements of Rule 16b-3.
 
  B. Adjustment Provisions.
 
  1. The Committee may provide, with respect to any Award, that if the Company
shall at any time change the number of issued shares of Common Stock without
new consideration to the Company (such as by stock dividend, stock split,
recapitalization, reorganization, exchange of shares, liquidation, combination
or other change in corporate structure affecting the Common Stock) or make a
distribution of cash or property which has a substantial impact on the value
of issued Common Stock, the total number of shares available for Awards under
this Plan shall be appropriately adjusted and the number of shares covered by
each outstanding Award and the reference price or Fair Market Value for each
outstanding Award shall be adjusted so that the net value of such Award shall
not be changed.
 
  2. The Committee may provide with respect to any Award that, in the case of
any Acquisition (subject to the provisions of this Plan and any limitation
applicable to the Award):
 
    a. any Eligible Employee to whom an option has been granted shall have
  the right thereafter and during the term of the option to receive upon
  exercise thereof only the Acquisition Consideration receivable upon the
  Acquisition by a holder of the number of shares of Common Stock which might
  have been obtained upon exercise of the option or portion thereof, as the
  case may be, immediately prior to the Acquisition; and
 
    b. any Eligible Employee to whom restricted stock has been awarded shall
  have the right thereafter and during the term of the Award to substitute
  the Acquisition Consideration for the Common Stock upon which the Award is
  valued or in which the Award is payable.
 
  "Acquisition" means a sale of assets, merger, consolidation, combination or
other corporate reorganization or restructuring of the Company with or into
another corporation which results in the outstanding Common Stock being
converted into or exchanged for different securities, cash or other property,
or any combination.
 
  "Acquisition Consideration" means the kind and amount of securities, cash or
other property or any combination thereof receivable for one share of Common
Stock upon consummation of an Acquisition.
 
IV. ADMINISTRATION
 
  A. Administration by the Committee. The Plan shall be administered by a
committee designated by the Board to administer the Plan. The Committee at all
times shall be constituted to permit the Plan to comply with the provisions of
Rule 16b-3 and shall be comprised solely of "outside directors" within the
meaning of Section 162(m)(4)(C)(i) of the Code. A majority of the members of
the Committee shall constitute a quorum. The
 
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approval of a quorum, expressed by a vote at a meeting, or the unanimous
consent of all members in writing without a meeting, shall constitute the
action of the Committee and shall be valid and effective for all purposes of
the Plan.
 
  B. Committee Powers Generally. The Committee may adopt all rules,
regulations and procedures and take all other action as it shall deem
necessary or proper for the administration of the Plan and, in its discretion,
may modify, extend, or renew any Award. The Committee may also 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.
 
  C. Specific Committee Powers. Subject to the provisions of the Plan, the
Committee shall have full and final authority to:
 
    1. designate the Eligible Employees to whom Awards shall be granted;
 
    2. grant Awards in such form and amount as the Committee shall determine;
 
    3. impose such limitations, restrictions and conditions upon any such
  Award as the Committee shall deem appropriate;
 
    4. waive in whole or in part any or all restrictions or conditions
  imposed on Awards as the Committee shall deem appropriate; and
 
    5. prescribe from time to time the form of agreement with Eligible
  Employees that shall effect the Awards.
 
  The specific enumeration in other sections of this Plan of the Committee's
powers shall not limit the Committee's power specified in this Section IV.
 
V. NONQUALIFIED STOCK OPTIONS
 
  A. General. The Committee shall determine from time to time those Eligible
Employees to whom stock options shall be granted. All stock options granted
under the Plan shall be nonqualified stock options. No Eligible Employee shall
have any right whatsoever to receive an Award unless so determined by the
Committee. Each stock option shall be evidenced by a stock option agreement
between the Company and the Grantee which shall contain the terms and
conditions required by this Section V. and such other consistent terms and
conditions as the Committee may deem appropriate. A Grantee of a stock option
shall not have any rights as a stockholder with respect to the shares of
Common Stock covered by the stock option until the shares of Common Stock have
been delivered to the Grantee in accordance with this Plan. The provisions of
stock option Awards need not be the same with respect to each recipient.
 
  Notwithstanding anything in this Plan to the contrary, no Eligible Employee
shall be granted stock options in any year that in the aggregate would be
exercisable for more than 20% of the total number of shares of Common Stock
that may be issued in accordance with Section III.A. of this Plan.
 
  B. Option Price. The price at which each share of Common Stock covered by a
stock option may be purchased (the "Option Price") shall be:
 
    1. $10.25 per share if the stock option is granted on or before the 30th
  day following the consummation of the Plan of Reorganization in the cases
  entitled In the Matter of P. A. Bergner & Co. Holding Company, et al.,
  Debtors (Jointly Administered Case Nos. 91-05501 to 91-05516 and 93-20736
  (RAE)) (the "Plan of Reorganization"); or
 
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    2. no less than one hundred percent of the Fair Market Value of the
  Common Stock at the time the stock option is granted if the stock option is
  granted after the 30th day following the consummation of the Plan of
  Reorganization.
 
  C. Date Option Granted. A stock option shall be considered as having been
granted on the date on which the Committee authorized the grant of the stock
option, except where the Committee has designated a later date, in which event
the later date shall constitute the date of grant of the stock option. The
Committee shall cause notice of the stock option grant date to be given to the
employee within a reasonable time after the Committee has authorized the
Award.
 
  D. Period for Exercise of Options. Each stock option agreement shall state
that the stock option may be exercised by the Grantee, in whole or in part,
for ten years. The Committee may provide that if a Grantee's employment by the
Company or a Subsidiary terminates by reason of death, disability or
retirement, any stock option held by the Grantee shall be fully vested and
thereafter may be exercised, during a period specified by the Committee, by
the Grantee or by any beneficiary or legal representative of the estate of a
disabled or deceased Grantee. The terms of any stock option agreement
notwithstanding, the Committee may at any time accelerate any date on which
the Grantee may exercise all or any portion of a stock option Award and
otherwise waive or amend any condition of a stock option Award. All stock
option Awards shall become fully vested and thereafter may be exercised in
full upon a Change of Control and each stock option agreement shall reflect
full vesting upon such event.
 
  E. Method of Exercise. Each stock option may be exercised in whole or in
part from time to time as specified in the stock option agreement. Each
Grantee may exercise a stock option by giving written notice of the exercise
to the Company, specifying the number of shares to be purchased, accompanied
by payment in full of the Option Price for the shares of Common Stock to be
purchased. The Option Price may be paid in cash, by check, or, with the
approval of the Committee, by delivering shares of Common Stock which have
been beneficially owned by the Grantee, the Grantee's spouse, or both of them
for a period of at least six months prior to the time of exercise ("Delivered
Stock") or a combination of cash and Delivered Stock. Delivered Stock shall be
valued at its Fair Market Value determined as of the date of exercise of the
stock option. No Grantee shall be under any obligation to exercise any stock
option granted under this Plan.
 
  F. Nontransferability. No stock option granted under the Plan shall be
transferable or assignable except by last will and testament or the laws of
descent and distribution. During the Grantee's lifetime, options shall be
exercisable only by the Grantee or by the Grantee's guardian or legal
representative.
 
VI. RESTRICTED STOCK
 
  A. Administration. Shares of Common Stock may be issued to Eligible
Employees as restricted stock either alone or in addition to other Awards
granted under the Plan. The Committee shall determine the Eligible Employees
to whom, and the time or times at which, grants of restricted stock will be
made, the number of shares to be awarded, the purchase price, if any, the time
or times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards. The Committee may condition the grant of
restricted stock upon the attainment of specified performance goals or such
other factors or criteria as the Committee shall determine. The provisions of
restricted stock Awards need not be the same with respect to each recipient.
 
  B. Lapse of Restrictions. The Committee may provide, with respect to any
Award of restricted stock, that the restrictions with respect to restricted
stock granted under the Plan shall lapse upon the earliest of the following:
(a) three years from the date of grant or (b) a Change of Control. The terms
of any restricted stock
 
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agreement notwithstanding, the Committee may at any time accelerate any date
on which restrictions with respect to restricted stock Awards shall lapse and
otherwise waive or amend any conditions of the restricted stock Award.
 
  C. Awards and Certificates. Each Grantee receiving a restricted stock Award
shall be issued a certificate in respect of the shares of restricted stock.
Such certificate shall be registered in the name of the Grantee and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to the Award, substantially in the following form:
 
    "The transferability of this certificate and the shares of stock
  represented hereby are subject to the terms and conditions of the Carson
  Pirie Scott & Co. 1993 Stock Incentive Plan and a Restricted Stock
  Agreement. Copies of such Plan and Agreement are on file at the offices of
  Carson Pirie Scott & Co."
 
  The Committee may require that the certificates evidencing restricted shares
be held in custody by the Company until the restrictions thereon shall have
lapsed and that, as a condition of any restricted stock Award, the Grantee
shall have delivered a stock power, endorsed in blank, relating to the Common
Stock covered by the Award.
 
  D. Terms and Conditions. Shares of restricted stock shall be subject to the
following terms and conditions:
 
    1. Until the applicable restrictions lapse, the Grantee shall not be
  permitted to sell, assign, transfer, pledge or otherwise encumber shares of
  restricted stock.
 
    2. The Grantee shall have, with respect to the shares of restricted
  stock, all of the rights of a stockholder of the Company, including the
  right to vote the shares and the right to receive any cash dividends.
  Unless otherwise determined by the Committee, cash dividends shall be
  automatically paid in cash and dividends payable in Common Stock shall be
  paid in the form of additional restricted stock.
 
    3. Except to the extent otherwise provided in the applicable restricted
  stock agreement, all shares subject to restriction shall be forfeited by
  the Grantee upon termination of a Grantee's employment for any reason.
 
    4. If and when the applicable restrictions lapse, unlegended certificates
  for the restricted shares shall be delivered to the Grantee.
 
    5. Each Award shall be confirmed by, and be subject to the terms of, a
  restricted stock agreement.
 
VII. WITHHOLDING TAXES
 
  A. General Rule. Pursuant to applicable federal and state laws, the Company
is or may be required to collect withholding taxes upon the exercise of an
option or the lapse of restrictions on restricted stock. The Company may
require, as a condition to the exercise of an option or the issuance of a
stock certificate, that the Grantee concurrently pay to the Company the entire
amount or a portion of any taxes which the Company is required to withhold by
reason of such exercise or lapse of restrictions, in such amount as the
Committee or the Company in its discretion may determine.
 
  B. Withholding from Shares to be Issued. In lieu of part or all of any such
tax payment, the Grantee may elect, subject to such rules and regulations as
the Committee may adopt from time to time, or the Company may require, that
the Company withhold from the shares to be issued that number of shares having
a Fair Market Value equal to the amount which the Company is required to
withhold. Any such request or election by a Grantee who is subject to the
provisions of Section 16 of the Exchange Act shall be made in accordance with
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
 
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VIII. GENERAL
 
  A. General Restriction. Each Award shall be subject to the requirement that
if at any time the Board or the Committee shall determine, in its discretion,
that the listing, registration, or qualification of securities upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
or purchase of securities thereunder, such option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board or the Committee.
 
  B. 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 or any Subsidiary to terminate the
employment of any person or to take any other action affecting such person.
 
  C. Expiration and Termination of the Plan. Awards may be granted under the
Plan at any time and from time to time, prior to the tenth anniversary of the
effective date of this Plan, the date on which the Plan will expire, except as
to Awards then outstanding under the Plan, which shall remain in effect until
they have been exercised, the restrictions have lapsed or the Awards have
expired or been forfeited. The Plan may be abandoned or terminated at any time
by the Board of Directors of the Company, except with respect to any Awards
then outstanding under the Plan.
 
  D. Amendments. Subject to the next sentence, the Board may from time to time
amend, modify, suspend or terminate the Plan and any amendment or modification
(other than an amendment to Section III.A of the Plan which changes the number
of shares of Common Stock that may be issued under the Plan) will be effective
with respect to all options granted under the Plan both prior to and after the
time the amendment or modification becomes effective. No such action shall (a)
impair without the Grantee's consent any Award theretofore granted under the
Plan or deprive any Grantee of any shares of Common Stock which he or she may
have acquired through or as a result of the Plan or (b) be made without
shareholder approval where such approval would be required as a condition of
compliance with Rule 16b-3.
 
  E. Construction. Except as otherwise required by applicable federal laws,
the Plan shall be governed by, and construed in accordance with, the laws of
the State of Illinois.
 
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