Exhibit 10-C


                Mercantile Stores Company, Inc.
                     1996 Stock Option Plan


Section 1:  Purpose

The purpose of the Mercantile Stores Company, Inc. 1996 Stock Option Plan 
(the "Plan") is to enable Mercantile Stores Company, Inc. (the "Company") 
to attract and retain key employees who will make significant contributions 
towards the successful management and growth of the Company.  In addition, 
the Plan is designed to encourage and provide opportunities for stock ownership
by such employees which will more closely align their interests with those of 
the stockholders of the Company.


Section 2:  Definition of Terms

     (a)    Award means any Stock Option granted under the Plan.

     (b)    Board means the Board of Directors of the Company, excluding all 
            directors who are employees of the Company.

     (c)    Change in Control means a Change in Control of the Company as 
            defined in Exhibit A attached hereto.

     (d)    Code means the Internal Revenue Code of 1986, as amended from time
            to time.

     (e)    Committee means a committee of not less than two non-employee 
            members of the Board, appointed by the Board to administer the 
            Plan.  The Committee shall be comprised of members who qualify 
            to administer this Plan as contemplated by (a) both Rule 16b-3
            and item 402(j) under the 1934 Act or any successor rule, and (b)
            Section 162(m) under the Code.

     (f)    Common Stock means the Common Stock of the Company.

     (g)    Company means Mercantile Stores Company, Inc., a corporation 
            established under the laws of the State of Delaware, and any 
            entity that is directly or indirectly controlled by the Company 
            or any entity in which the Company has a significant equity 
            interest as determined by the Committee.

     (h)    Fair Market Value means, any time that the Common Stock is traded 
            on a public market, the average of the low and high sale prices at 
            which the Common Stock is traded on such date or, if no Common 
            Stock is traded on such date, the most recent date on which Common
            Stock was traded, as reflected on such public market.  Under no
            circumstances shall the Fair Market Value be less than the par 
            value of the Common Stock.

     (i)    Non-Qualified Stock Option means a Stock Option to purchase Shares 
            of Common Stock awarded to a Participant which is not intended to 
            qualify as an "Incentive Stock Option" within the meaning of 
            Section 422 of the Code or any successor provision.

     (j)    1934 Act means the Securities Exchange Act of 1934, as amended 
            from time to time.

     (k)    Option Price means the specified price per Share at which a Stock 
            Option can be exercised.

     (l)    Participant means a person recommended by the Committee and 
            approved by the Board to receive an Award under the Plan.

     (m)    Reporting Person means an individual who is subject to Rule 16 
            of the 1934 Act or any successor rule.

     (n)    Shares means shares of the Common Stock of the Company.

     (o)    Stock Option means an Award in the form of the right to purchase 
            a specified number of Shares at the Option Price during a specified
            period.


Section 3:  Effective Dates

The Plan shall be effective as of December 3, 1996 (the date of Board approval
for the Plan).  No Awards may be made under the Plan after ten years from the 
date of approval or earlier termination of the Plan by the Board.  However, 
unless otherwise expressly provided in an applicable Stock Option agreement,
any Stock Option granted prior to the termination date may extend beyond such 
date, and, to the extent set forth in the Plan, the authority of the Board to 
amend any such Stock Option and the Plan, shall extend beyond such date.


Section 4:  Administration

The Plan shall be administered by the Committee, subject at all times to the 
approval of the Board.  Except as expressly provided herein to the contrary, 
the Committee, subject to the approval of the Board, shall have the authority 
to adopt, alter and repeal such administrative rules, guidelines and practices
governing the operation of the Plan as it shall from time to time consider 
advisable.  The Committee shall also have full discretion, subject to the 
approval of the Board, to interpret the provisions of the Plan.


Section 5:  Eligibility

Eligibility for Awards will be limited to Corporate Officers, Group Presidents
and Corporate General Merchandise Managers and other key executives as 
recommended by the Committee and approved by the Board provided that such 
participation would not jeopardize the Plan s compliance with Rule 16b-3 under
the 1934 Act or any successor rule.  Those individuals eligible at the time of
the adoption of this Plan are listed on Exhibit B attached hereto.


Section 6:  Stock Available for Awards

  (a)   Common Shares Available.  Subject to adjustment as provided in Section 
        6(c) below, the maximum number of Shares available for Awards under the 
        Plan shall be 1,500,000.  All Shares issued under the Plan for Stock 
        Options exercised will be purchased by the Company and held in its 
        treasury.  No authorized but unissued Shares will be issued under the 
        Plan.

  (b)   Share Usage Limits.  For the period that the Plan is in effect, the 
        aggregate number of Stock Options that may be awarded to any one 
        Participant shall not exceed 450,000 Stock Options.

  (c)   Adjustments.  In the event of any stock dividend, stock split, 
        combination or exchange of Shares, merger, consolidation, reorganiza-
        tion, spin-off or other distribution (other than normal cash dividends)
        of the Company s assets to shareholders, or any other change in 
        corporate structure or capitalization affecting Shares, such 
        proportionate adjustments, if any, as the Board in its reasonable 
        discretion may deem appropriate to reflect such change shall be made 
        with respect to (i) the aggregate number of Stock Options that may be 
        granted under the Plan; (ii) the number of Stock Options covered by 
        each outstanding Award made under the Plan; and  (iii) the Option 
        Price for any outstanding Stock Options granted under the Plan;
        provided that any such adjustments are consistently and equitably 
        applicable to all affected Participants.

  (d)   Common Stock Usage.  Stock Options which are forfeited, canceled, 
        reacquired by the Company, satisfied without the issuance of Common 
        Stock or otherwise terminated (other than by exercise) shall be added 
        back to the Shares available for grant under the Plan so long as the 
        Participants to whom such Awards had been previously granted received
        no benefits of ownership of the underlying Shares to which the Award
        related.

  (e)   Accounting for Awards.  The number of Stock Options covered by an Award
        under the Plan shall be counted on the date of grant of such Award 
        against the number of Shares available for granting Awards under the 
        Plan.


Section 7:  Stock Options

  (a)   General.  A Stock Option shall confer on a Participant the right to 
        purchase a specified number of Shares from the Company subject to the 
        terms and conditions of the Stock Option grant.  The Committee shall 
        recommend and the Board shall approve the terms and conditions of all 
        Stock Options granted under the Plan.

  (b)   Form of Stock Options.  Non-Qualified Stock Options shall be the only 
        form of Stock Option available for grant under the Plan.

  (c)   Option Price.  The Committee shall establish the Option Price at the 
        time each Stock Option is awarded, based on 100% of the Fair Market 
        Value on the date of Award.

  (d)   Vesting.  A Stock Option shall become exercisable over a four-year 
        period (one fourth in each year).  This vesting schedule is subject 
        to adjustment as provided in Section 8(e) or as otherwise determined 
        by the Board.

  (e)   Exercise Period.  The terms of each Stock Option shall be fixed by the 
        Committee, subject to Board approval; provided, however, that in no 
        event shall the term of any Stock Option exceed a period of ten years 
        from the date of its grant.  In the event of retirement at normal 
        retirement age, death or disability, the maximum exercise period shall
        be the earlier of ten years from date of grant or four years from the
        last date of employment.  In the event of other types of separation 
        including voluntary resignation or retirement other than at normal 
        retirement age without Board approval, the right to exercise Stock 
        Options shall expire on the last date of employment.

  (f)   Form of Payment at Exercise.  The recipient of a Stock Option grant 
        shall pay for the Shares at the time of exercise in cash or such other
        forms as the Committee may approve, including Shares valued at their 
        Fair Market Value on the date of exercise, or in a combination of 
        forms.


Section 8:    General Provisions Applicable to Awards

  (a)   Transferability and Exercisability.  Any Award under this Plan will 
        be non-transferable and accordingly shall not be assignable, alienable,
        saleable or otherwise transferable by the Participant other than by 
        will or the laws of descent and distribution.   A Participant may 
        designate a beneficiary or beneficiaries to exercise the Participant's
        rights upon the Participant's death.  To the extent required to comply
        with regulations and rules under the 1934 Act, including Rule 16b-3, 
        any contrary requirements shall prevail over the provisions set forth 
        above in regards to Reporting Persons.

  (b)   General Restrictions.  Each Award shall be subject to the requirement 
        that, if at any time the Committee shall determine, in its sole 
        discretion, that the listing, registration or qualification of any 
        Award under the Plan upon any Securities Exchange or under any state 
        or federal law, or the consent or approval of any government regulatory
        body, is necessary as a condition of the granting of such Award, such 
        Award may not be exercised unless such listing, registration, qualifi-
        cation, consent or approval has been effected or obtained free of any
        conditions not acceptable to the Committee.

  (c)   Tax Withholding.  The Company shall have the right to deduct a 
        sufficient amount to cover withholding of any federal, state or local 
        taxes required by law or to take such other actions as may be necessary
        to satisfy any such withholding obligations resulting from the exercise
        of Stock Options.  The Committee may permit Shares to be used to 
        satisfy required tax withholding and such Shares shall be valued at 
        their Fair Market Value on the date the tax withholding is effective. 

  (d)   Documentation of Grants.  Awards made under the Plan shall be evidenced
        by written agreements or such other appropriate documentation as the 
        Committee shall prescribe.  The Committee need not require the execu-
        tion of any instrument or acknowledgment of notice of an Award under 
        the Plan, in which case acceptance of such Award by the respective 
        Participant will constitute agreement to the terms of the Award.

  (e)   Change in Control.  In order to preserve a Participant's rights under 
        an Award in the event of a Change in Control of the Company, the Board 
        shall, at the time an Award is made or at any time thereafter:   
        (i) provide for the acceleration of any time period relating to the 
        vesting of Awards to a date not less than ten days prior to the 
        proposed effective date of Change in Control, or (ii) provide for the 
        purchase of the Award for an amount of cash or other property that 
        could have been received upon the exercise of the Award had the Award 
        been exercisable or payable immediately prior to the proposed effective
        date of the Change in Control.  


Section 9:    Miscellaneous

  (a)   Plan Amendment.  The Board may amend, alter, suspend, discontinue or 
        terminate the Plan as it deems necessary or appropriate, provided that
        any such action by the Board shall not adversely affect Stock Options 
        already Awarded and such options shall remain in full force and effect
        as if such adverse action had not been taken.

  (b)   No Right to Employment.  No person shall have any claim or right to be 
        granted an Award, and the grant of an Award shall not be construed as 
        giving a Participant the right to continued employment.  The Company 
        expressly reserves the right at any time to terminate a Participant's 
        employment.

  (c)   No Rights as Shareholder.  Only upon issuance of Shares to a Partici-
        pant (and only in respect to such Shares) shall the Participant obtain
        the rights of a shareholder. 

  (d)   No Fractional Shares.  No fractional shares shall be issued under the 
        Plan, however, the Committee may round any fractional shares to the 
        nearest whole number.

  (e)   Company Benefit Programs.  Except as expressly determined by the 
        Committee, settlements of Awards received by Participants under this 
        Plan shall not be deemed as part of a Participant's regular, recurring
        compensation for purposes of calculating payments or benefits from any
        Company benefit or severance program.

  (f)   No Fiduciary Relationship.  The Plan shall not establish any fiduciary 
        relationship between the Company and any Participant or other person. 
        To the extent any person holds any rights by virtue of an Award granted
        under the Plan, such right shall be no greater than the right of an 
        unsecured general creditor of the Company.

  (g)   Successors and Assignees.  The Plan shall be binding on all successors
        and assignees of a Participant, including, without limitation, the 
        estate of such Participant and the executor, administrator or trustee 
        of such estate, or any receiver or trustee in bankruptcy or representa-
        tive of the Participant's creditors.

  (h)   Governing Law.  The validity, construction and effect to the Plan and 
        any actions taken under or relating to the Plan shall be determined in
        accordance with the laws of the State of Delaware and applicable 
        federal law.
                                 
                               
                                 EXHIBIT A
                               
                               
Change in Control.  A "Change in Control" shall mean any of the following
                       events:
  
1.   An acquisition (other than directly from the Company) of any voting
     securities of the Company (the "Voting Securities") by any "Person"
     (as the term person is used for purposes of Section 13(d) or 14(d) of
     the Securities Exchange Act of 1934, as amended (the "1934 Act"))
     immediately after which such Person has "Beneficial Ownership" (within
     the meaning of Rule 13d-3 promulgated under the 1934 Act)  forty percent
     (40%) or more of the combined voting power of the Company's then
     outstanding Voting Securities; provided, however, that
  
     (a)  if, at any time, Minot Mercantile Corporation (together with any
            Person who is a party to a Schedule 13D or Schedule 13G, or any
            amendment thereto, that is jointly filed with Minot Mercantile
            Corporation) ("Minot Mercantile") has Beneficial Ownership of
            any amount of the Company's Voting Securities having a combined
            voting power that is less than forty percent (40%) but not
            less than twenty-five percent (25%) (such amount, as it may
            change from time to time, being hereinafter referred to as
            the "Floating Block"), then a Change in Control shall occur
            if any Person (i) has Beneficial Ownership of an amount of the
            Company's Voting Securities having a combined voting power equal
            to or in excess of the Floating Block, or (ii) acquires
            Voting Securities of the Company and immediately thereafter has
            Beneficial Ownership of an amount of the Company's Voting
            Securities equal to or in excess of the Floating Block; and
            
     (b)  if, at any time, Minot Mercantile has Beneficial Ownership of any
            amount of the Company's Voting Securities having a combined
            voting power that is less than twenty-five percent (25%), then
            a Change in Control shall occur if any Person (i) has
            Beneficial Ownership of an amount of the Company's Voting
            Securities having a combined voting power equal to or in excess
            of twenty percent (20%), or (ii) acquires Voting Securities of
            the Company and immediately thereafter has Beneficial Ownership
            of an amount of the Company's Voting Securities equal to or
            in excess of twenty percent (20%);
            
     and, provided, further, that in determining whether a Change in Control
     has occurred, Voting Securities which are acquired in a Non-Control
     Acquisition (as hereinafter defined) shall not constitute an
     acquisition which would cause a Change in Control.  A "Non-Control
     Acquisition" shall mean an acquisition by (1) an employee benefit plan
     (or a trust forming a part thereof) maintained by (x) the Company or
     (y) any corporation or other Person of which a majority of its voting
     power or its equity securities or equity interest is owned directly or
     indirectly by the  Company (a "Subsidiary"), (2) the Company or any
     Subsidiary, or (3) any Person in connection with a Non-Control
     Transaction (as hereinafter defined);
  
2.   The individuals who, as of January 1, 1995, are members of the Board
         (the "Incumbent Board"), cease for any reason to constitute at least
         two-thirds of the Board; provided, however, that if the election, or
         nomination for election by the Company's stockholders, of any new
         director was approved by a vote of at least two-thirds of the
         Incumbent Board, such new director shall, for  purposes of this
         Agreement, be considered a member of the Incumbent Board; provided,
         further, however, that no individual shall be considered a member
         of the Incumbent Board if such individual initially assumed office
         as a result of either an actual or threatened "Election Contest"
         (as described in Rule 14a-11 promulgated under the 1934 Act) or
         other actual or threatened solicitation of proxies or consents by
         or on behalf of a Person other than the Board (a "Proxy Contest")
         including by reason of any agreement intended to avoid or settle
         any Election Contest or Proxy Contest; or 
  
3.   Approval by stockholders of the Company of:
  
     (a)  A merger, consolidation or reorganization involving the Company,
          unless
       
     (i)  the stockholders of the Company, immediately before such merger, 
          consolidation or reorganization, own, directly or indirectly
          immediately following such merger, consolidation or reorganization,
          at least seventy percent (70%) of the combined voting power of
          the outstanding voting securities of the corporation
          merger or consolidation or reorganization (the" Surviving
          Corporation") in substantially the same proportion as their
          ownership of the Voting Securities immediately before such merger,
          consolidation or reorganization,
            
     (ii) the individuals who were members of the Incumbent Board immediately
          prior to the execution of the agreement providing for such merger,
          consolidation or reorganization constitute at least two-thirds of
          the members of the board of directors of the Surviving Corporation,
          and
            
    (iii) no Person (other than the Company, any Subsidiary, any employee
          benefit plan (or any trust forming a part thereof) maintained by
          the Company, the Surviving Corporation or any Subsidiary, or any
          Person who, immediately prior to such merger, consolidation or
          reorganization, had Beneficial Ownership of fifteen percent (15%)
          or more of the then outstanding Voting Securities) has Beneficial
          Ownership of fifteen percent (15%) or more of the combined voting
          power of the Surviving Corporation's then outstanding voting
          securities (a transaction described in clauses (i) through (iii)
          above shall herein be referred to as a "Non-Control Transaction");
            
     (b)  A complete liquidation or dissolution of the Company; or
       
     (c)  An agreement for the sale or other disposition of all or 
          substantially all of the assets of the Company to any Person (other
          than a transfer to a Subsidiary).
       
     Notwithstanding the foregoing, a Change in Control shall not be deemed
     to occur solely because any Person (the "Subject Person") acquired
     Beneficial Ownership of more than the permitted amount of the
     outstanding Voting Securities as a result of the acquisition of Voting
     Securities by the Company which, by reducing the number of Voting
     Securities outstanding, increases the proportional number of shares
     Beneficially Owned by the Subject Person, provided that if a Change in
     Control would occur (but for the operation of this sentence) as a
     result of the acquisition of Voting Securities by the Company, and
     after such share acquisition by the Company, the Subject Person
     becomes the Beneficial Owner of any additional Voting Securities which
     increases the percentage of the then outstanding Voting Securities
     beneficially owned by the Subject Person, then a Change in Control
     shall occur.
  
4.   Notwithstanding anything contained in this Agreement to the
     contrary, if the Executive's employment is terminated prior to a Change
     in Control and the Executive reasonably demonstrates that such
     termination 

       (i) was at the request of a third party who had indicated an
                 intention or taken steps reasonably calculated to effect a
                 Change in Control and who effectuates a Change in Control
                 a "Third Party") or (ii) otherwise occurred in connection
                 with, or in anticipation of, a Change in Control which
                 actually occurs, then for all purposes of this Agreement,
                 the date of a Change in Control with respect to the
                 Executive shall mean the date immediately prior to the
                 date of such termination of the Executive's employment.