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                                                                   EXHIBIT 10.17
 
                           CARSON PIRIE SCOTT & CO.
 
                       1997 SENIOR EXECUTIVE BONUS PLAN
 
1. PURPOSE.
 
  The purpose of the 1997 Senior Executive Bonus Plan (the "PLAN") is to
provide a select group of executive officers with an annual incentive
opportunity, based on the achievement of preestablished, objective performance
goals described in Section 4 ("PERFORMANCE GOALS"), to earn additional
compensation so as to attract and retain such executive officers, and motivate
them to enhance the value of the business of Carson Pirie Scott & Co. (the
"COMPANY"). The Plan is intended to provide an annual incentive compensation
opportunity which is not subject to the limitation on deductions for federal
income tax purposes contained in Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "CODE"), and is to be construed to the extent
possible as providing for remuneration which is "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code and regulations
thereunder. The Plan is not intended to be subject to the Employee Retirement
Income Security Act of 1974, as amended.
 
2. ELIGIBILITY TO PARTICIPATE.
 
  (a) The participants in the Plan ("PARTICIPANTS") for any annual performance
period (an "ANNUAL PERFORMANCE PERIOD") shall be those executive officers of
the Company who are selected by the Committee (as defined in Section 7) to
participate in the Plan for such Annual Performance Period. Such selection
shall be made by the Committee within 90 days following the commencement of
each Annual Performance Period. No executive officer shall have any right to
participate in the Plan for any Annual Performance Period unless selected to
participate in the Plan by the Committee.
 
  (b) An executive officer shall automatically cease to be a Participant,
without notice to or consent of such executive officer, upon the earliest to
occur of the following events: (i) the Participant's death, (ii) the
Participant's permanent and total disability (within the meaning of the
Company's Pension Plan), or (iii) the Participant's termination of employment
with the Company.
 
3. ANNUAL PERFORMANCE PERIOD.
 
  Each Annual Performance Period shall be a fiscal year of the Company,
commencing with the fiscal year ending January 31, 1998.
 
4. BONUS AMOUNTS AND PERFORMANCE GOALS.
 
  Prior to the 90th day following the start of each Annual Performance Period
and while the outcome of the Performance Goals is substantially uncertain, the
Committee will establish, in writing, for each Participant (i) a bonus amount
(expressed as a percentage of annual rate of base salary) payable in
accordance with the Plan and (ii) one or more Performance Goals with respect
to such bonus amount. Each Performance Goal will consist of, and achievement
of each Performance Goal will be measured against, one of the following
criteria:
 
    (a) Net sales;
 
    (b) Gross margin dollars (sales minus cost of sales);
 
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    (c) Earnings before interest, taxes, depreciation and amortization, after
  taking into account bonuses payable under the Company's bonus plans,
  including the Plan ("EBITDA");
 
    (d) Store four-wall EBITDA; and
 
    (e) Customer satisfaction (measured by customer responses).
 
Each Performance Goal established by the Committee will include the following
levels of achievement: a minimum level ("MINIMUM"); a target level ("TARGET");
and a maximum level ("MAXIMUM"). The Committee, in its sole discretion, may
establish all other terms and conditions applicable to the Performance Goals
and the measurement of their achievement, including without limitation the
relative weighting of multiple Performance Goals, that may be necessary or
appropriate to implement the Plan. Each Performance Goal must be based upon
measurable criteria which would permit a third party having knowledge of the
relevant facts to determine whether the Performance Goal was satisfied and to
calculate the amount payable to the Participant. The Performance Goals must
preclude the discretion to increase the bonus amount payable to the
Participant over that which would otherwise be payable upon attainment of the
Performance Goal.
 
5. BONUS AWARDS.
 
  (a) Each Participant shall be eligible to receive the bonus amount
determined by the Committee in accordance with Section 4, payable in cash
pursuant to Section 6, if and to the extent, with respect to such bonus
amount, the Performance Goal or the Performance Goals established for the
Participant for the Annual Performance Period are achieved in accordance with
the following sentence (a "BONUS AWARD"). Subject to subsection (b), if the
performance level achieved is:
 
    (i) equal to or below the established Minimum, no Bonus Award will be
  paid;
 
    (ii) between the Minimum and the Target, the Bonus Award will be prorated
  between such levels;
 
    (iii) equal to the Target, one-half of the maximum Bonus Award will be
  paid;
 
    (iv) between the Target and Maximum, the Bonus Award will be prorated
  between such levels; and
 
    (v) equal to or greater than Maximum, the maximum Bonus Award will be
  paid.
 
  (b) The maximum Bonus Award payable to any Participant for any Annual
Performance Period pursuant to the Plan may not exceed the lesser of (x) 75%
of such Participant's annual rate of base salary as in effect on the first day
of the Annual Performance Period (including salary deferrals under Section 125
or 401(k) of the Code) and (y) $900,000.
 
  (c) The Committee, in its sole discretion, may reduce the amount of, or
eliminate, a Bonus Award of any Participant. In determining whether a Bonus
Award will be reduced or eliminated, the Committee may consider any
extraordinary changes that may also have occurred during the Annual
Performance Period, including without limitation changes in accounting
practices or the law, and may consider such business performance criteria that
it deems appropriate, including without limitation the Company's net income,
cash flow, earnings per share and other relevant operating and strategic
business results.
 
6. PAYMENT OF BONUS AWARDS.
 
  Subject to any shareholder approval required by law, payment of any Bonus
Award for an Annual Performance Period in accordance with the Plan shall be
made in cash to a Participant who is employed by the Company on the last day
of the Annual Performance Period after the Committee shall have certified in
writing
 
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that the Performance Goal or Performance Goals for the Annual Performance Period
were achieved and any other material terms of the Bonus Award were satisfied.
Subject to the next sentence, at the request of a Participant made prior to the
end of the ninth month of an Annual Performance Period, the Company may defer,
for such period of time as the Participant may request at the time of such
deferral, in accordance with the plans and policies of the Company, the payment
of all or any portion of any Bonus Award which may become payable to the
Participant with respect to the Annual Performance Period. If a Participant has
the right to defer payment of all or any portion of the Participant's
compensation from the Company in accordance with an employment or similar
agreement, then the right to defer any Bonus Award and the terms of such
deferral will be governed by that agreement.

7. ADMINISTRATION.
 
  (a)  The Compensation Committee of the Board of Directors of the Company (the
"BOARD"), or a subcommittee thereof, consisting solely of two or more members of
the Board, each of whom shall be an "outside director" within the meaning of
Section 162(m) of the Code (the "COMMITTEE"), shall administer the Plan and be
authorized to take all actions necessary or desirable to effect the purposes of
the Plan, in its sole discretion, including, but not limited to:

     (i)  providing rules for the management, operation and administration of
  the Plan;
 
     (ii)  interpreting the Plan in its sole discretion to the fullest extent
  permitted by law; and
 
     (iii)  correcting any defect or omission, or reconciling any inconsistency
  in the Plan in such manner and to such extent as it shall deem appropriate in
  its sole discretion.
 
  (b)  The decisions of the Committee shall be final and conclusive for all
purposes of the Plan and upon all persons and will not be subject to any appeal
or review.
 
8. AMENDMENT OR TERMINATION.

  The Committee may, with the approval of the Board, amend or terminate the Plan
by resolution at any time as it shall deem advisable, subject to any shareholder
approval required by law, provided that the Committee may not amend the Plan to
change any Performance Goal without the approval of a majority of the votes cast
by shareholders in a separate vote.

9. MISCELLANEOUS.
 
  (a)  Neither the establishment of the Plan nor participation herein shall be
construed as conferring any legal rights upon any Participant or other person
for continuation of employment, and the Company reserves its right to discharge
any executive officer without regard to the effect such discharge might have
upon such executive officer as a Participant in the Plan.
 
  (b)  The Company shall withhold from any amounts payable under the Plan all
federal, state, local and other taxes as may be required to be withheld by
applicable law.

  (c)  Subject to any applicable law, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to do so shall be void, nor shall any
such benefit be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Participant. In the event that the
Committee shall find that any Participant has attempted to violate such
provision or has become bankrupt, such benefit may, in the sole discretion of
the Committee, be forfeited.

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  (d)  The Plan shall be interpreted and construed in accordance with the laws
of the State of Wisconsin, without regard to principles of conflicts of laws.
 
  (e)  If a provision of the Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining provisions of the Plan
and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included in the Plan.
 
10. EFFECTIVE DATE
 
  The Plan shall be submitted to the shareholders of the Company for approval
and, if approved by the affirmative vote of a majority of the Common Shares
present in person or represented by proxy, shall be effective as of February 2,
1997.
 
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