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                             1991 STOCK OPTION PLAN
                                  FOR DIRECTORS

                                       OF

                             THE CALDOR CORPORATION
                      (as amended through October 31, 1996)


            1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is
designed to provide an incentive to directors who are key employees of The
Caldor Corporation, a Delaware corporation (the "Company"), and its present and
future subsidiary corporations, as defined in Paragraph 19 ("Subsidiaries"), and
to offer an additional inducement in obtaining the services of such individuals.
The Plan provides for the grant of "incentive stock options" ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("NQSOs"), but the Company makes no
warranty as to the qualification of any option as an "incentive stock option"
under the Code. The ISOs and NQSOs granted pursuant to this Plan are a matter of
separate inducement and are not in lieu of any salary or other compensation for
the services of key employee directors.

            2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Paragraph
12, the aggregate number of shares of Common Stock, $.01 par value per share, of
the Company ("Common Stock") for which options may be granted under the Plan
shall not exceed 400,000. Such shares of Common Stock may, in the discretion of
the Board of Directors of the Company (the "Board of Directors"), consist either
in whole or in part of authorized but unissued shares of Common Stock or shares
of Common Stock held in the treasury of the Company. The Company shall at all
times during the term of the Plan reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of the
Plan. Subject to the provisions of Paragraph 13, any shares of Common Stock
subject to an option which for any reason expires, is cancelled or is terminated
unexercised or which ceases for any reason to be exercisable shall again become
available for the granting of options under the Plan.

            3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors or, to the extent the Board of Directors may determine, a
committee of the Board of Directors consisting of not less than two directors
(or such greater number as may be required by law) each of whom shall be a
"non-employee director" (the "Committee"), all within the meaning of Rule 16b-3
(or any successor rule or regulation) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). References in the Plan to
determinations by the Committee shall be deemed to include determinations and
actions by the Board of Directors. A majority of the members of the Committee
shall constitute a quorum, and the acts of a majority of the members present at
any meeting at which a quorum is present, and any acts approved in writing by
all members without a meeting, shall be the acts of the Committee.
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            Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole discretion, to determine the key employee
directors who shall receive options; the times when they shall receive options;
whether an option shall be an ISO or a NQSO; the number of shares of Common
Stock to be subject to each option; the term of each option; the date each
option shall become exercisable; whether an option shall be exercisable in
whole, in part or in installments, and, if in installments, the number of shares
of Common Stock to be subject to each installment; whether the installments
shall be cumulative; the date each installment shall become exercisable and the
term of each installment; whether to accelerate the date of exercise of any
installment; whether shares of Common Stock may be issued on exercise of an
option as partly paid, and, if so, the dates when future installments of the
exercise price shall become due and the amounts of such installments; the
exercise price of each option; the form of payment of the exercise price; the
amount, if any, necessary to satisfy the Company's obligation to withhold taxes;
whether to restrict the sale or other disposition of the shares of Common Stock
acquired upon the exercise of an option and to waive any such restriction;
whether to subject the exercise of all or any portion of an option to the
fulfillment of contingencies as specified in the Contract (as described in
Paragraph 11), including without limitations, contingencies relating to entering
into a covenant not to compete with the Company and its Parent and Subsidiaries,
to financial objectives for the Company, a Subsidiary, a division, a product
line or other category, and/or the period of continued employment of the
optionee with the Company or its Subsidiaries, and to determine whether such
contingencies have been met; to construe the respective Contracts and the Plan;
with the consent of the optionee, to cancel or modify an option, provided such
option as modified would be permitted to be granted on such date under the terms
of the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; and to make all other determinations necessary or advisable for
administering the Plan. The determinations of the Committee on the matters
referred to in this Paragraph 3 shall be conclusive.

            The Committee may employ such legal counsel, consultants and agents
as it may deem desirable for the administration of the Plan and may rely upon
any opinion or computation received from any such counsel, consultant or agent.
Expenses incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company. No member or former member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted hereunder.

            4. ELIGIBILITY; GRANTS. The Committee may, consistent with the
purposes of the Plan, grant options from time to time, to directors who are key
employees of the Company or any of its Subsidiaries. Options granted shall cover
such number of shares of Common Stock as the Committee may determine; provided,
however, that the maximum number of shares of Common Stock subject to options
which may be granted to any person under the Plan in any fiscal year of the
Company shall not exceed 250,000; and further provided that the aggregate market
value (determined at the time the option is granted) of the shares of Common
Stock for which any eligible person may be granted ISOs under the Plan or any
other plan of the Company, or of a Parent or a Subsidiary of the Company, which
are exercisable for the first time by such optionee during any calendar year
shall not exceed $100,000. The $100,000 ISO


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limitation shall be applied by taking ISOs into account in the order in which
they were granted. Any option (or the portion thereof) granted in excess of such
amount shall be treated as a NQSO.

            5. EXERCISE PRICE. The exercise price of the shares of Common Stock
under each option shall be determined by the Committee; provided, however, that
the exercise price shall not be less than 100% of the fair market value of the
Common Stock subject to such option on the date of grant; and further provided,
that if, at the time an ISO is granted, the optionee owns (or is deemed to own
under Section 424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, of any of its
Subsidiaries or of a Parent, the exercise price of such ISO shall not be less
than 110% of the fair market value of the Common Stock subject to such ISO on
the date of grant.

            The fair market value of the Common Stock on any day shall be (a) if
the principal market for the Common Stock is a national securities exchange, the
average between the high and low sales prices of the Common Stock on such day as
reported by such exchange or on a consolidated tape reflecting transactions on
such exchange, (b) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ"), and
(i) if actual sales price information is available with respect to the Common
Stock, the average between the high and low sales prices of the Common Stock on
such day on NASDAQ, or (ii) if such information is not available, the average
between the highest bid and the lowest asked prices for the Common Stock on such
day on NASDAQ, or (c) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is not quoted on NASDAQ, the
average between the highest bid and lowest asked prices for the Common Stock on
such day as reported on the NASDAQ OTC Bulletin Board Service or by National
Quotation Bureau, Incorporated or a comparable service; provided that if clauses
(a), (b) and (c) of this Paragraph are all inapplicable, or if no trades have
been made or no quotes are available for such day, the fair market value of the
Common Stock shall be determined by the Committee by any method consistent with
applicable regulations adopted by the Treasury Department relating to stock
options. The determination of the Committee shall be conclusive in determining
the fair market value of the stock.

            6. TERM. The term of each option granted pursuant to the Plan shall
be such term as is established by the Committee, in its sole discretion, at or
before the time such option is granted; provided, however, that the term of each
ISO granted pursuant to the Plan shall be for a period not exceeding 10 years
from the date of grant thereof, and further, provided, that if, at the time an
ISO is granted, the optionee owns (or is deemed to own under Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company, of any of its Subsidiaries or of a Parent,
the term of the ISO shall be for a period not exceeding five years from the date
of grant. Options shall be subject to earlier termination as hereinafter
provided.


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            7. EXERCISE. An option (or any part or installment thereof), to the
extent then exercisable, shall be exercised by giving written notice to the
Company at its principal office (at present 20 Glover Avenue, Norwalk,
Connecticut 06852, Attn: Director Plan Stock Option Committee), stating which
ISO or NQSO is being exercised, specifying the number of shares of Common Stock
as to which such option is being exercised and accompanied by payment in full of
the aggregate exercise price therefor (or the amount due on exercise if the
Contract permits installment payments) (a) in cash or by certified check or (b)
with the authorization of the Committee, with previously acquired shares of
Common Stock having an aggregate fair market value, on the date of exercise,
equal to the aggregate exercise price of all options being exercised, or with
any combination of cash, certified check or shares of Common Stock.

            A person entitled to receive Common Stock upon the exercise of an
option shall not have the rights of a stockholder with respect to such shares of
Common Stock until the date of issuance of a stock certificate to him for such
shares; provided, however, that until such stock certificate is issued, any
option holder using previously acquired shares of Common Stock in payment of an
option exercise price shall continue to have the rights of a stockholder with
respect to such previously acquired shares.

            In no case may a fraction of a share of Common Stock be purchased or
issued under the Plan.

            8. TERMINATION OF EMPLOYMENT. Any holder of an option whose
employment with the Company (and its Parent and Subsidiaries) has terminated for
any reason other than his death or Disability (as defined in Paragraph 19) may
exercise such option, to the extent exercisable on the date of such termination,
at any time within three months after the date of termination, but not
thereafter and in no event after the expiration of the term of the option;
provided, however, that if his employment shall be terminated either (a) for
cause, or (b) without the consent of the Company, said option shall terminate
immediately. Options granted under the Plan shall not be affected by any change
in the status of the holder so long as he continues to be a full-time employee
of the Company, its Parent or any of the Subsidiaries (regardless of having been
transferred from one corporation to another). Merely ceasing to be a director of
the Company without a termination of employment shall not affect the status of
any option under the Plan.

            For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
determination, the individual was an employee of such corporation for purposes
of Section 422(a) of the Code. As a result, an individual on military, sick
leave or other bona fide leave of absence shall continue to be considered an
employee for purposes of the Plan during such leave if the period of the leave
does not exceed 90 days, or, if longer, so long as the individual's right to
reemployment with the Company (or a related corporation) is guaranteed either by
statute or by contract. If the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed by statute or by 


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contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

            Nothing in the Plan or in any option granted under the Plan shall
confer on any individual any right to continue in the employ of the Company, its
Parent or any of its Subsidiaries, or as a director of the Company, or interfere
in any way with the right of the Company, its Parent or any of its Subsidiaries
to terminate the employee's employment at any time for any reason whatsoever
without liability to the Company, its Parent or any of its Subsidiaries.

            9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies (a) while
he is employed by the Company, its Parent or any of its Subsidiaries, (b) within
three months after the termination of his employment (unless such termination
was for cause or without the consent of the Company) or (c) within one year
following the termination of his employment by reason of Disability, the option
may be exercised, to the extent exercisable on the date of his death, by his
executor, administrator or other person at the time entitled by law to his
rights under such option, at any time within one year after death, but not
thereafter and in no event after the expiration of the term of the option.

            Any optionee whose employment has terminated by reason of Disability
may exercise his option, to the extent exercisable upon the effective date of
such termination, at any time within one year after such date, but not
thereafter and in no event after the expiration of the term of the option.

            10. COMPLIANCE WITH SECURITIES LAWS. The Committee may require, in
its discretion, as a condition to the exercise of any option that either (a) a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock to be issued upon
such exercise shall be effective and current at the time of exercise, or (b)
there is an exemption from registration under the Securities Act for the
issuance of shares of Common Stock upon such exercise. In connection therewith,
the Committee may require the optionee to execute and deliver to the Company his
representation and warranty, in form and substance satisfactory to the
Committee, that the shares of Common Stock to be issued upon the exercise of the
option are being acquired by the optionee for his own account, for investment
only and not with a view to the resale or distribution thereof. In addition, the
Committee may require the optionee to represent and warrant in writing that any
subsequent resale or distribution of shares of Common Stock by such optionee
will be made only pursuant to (i) a Registration Statement under the Securities
Act which is effective and current with respect to the Shares of Common Stock
being sold, or (ii) a specific exemption from the registration requirements of
the Securities Act, but in claiming such exemption, the optionee shall prior to
any offer of sale or sale of such shares of Common Stock provide the Company
with a favorable written opinion of counsel, in form and substance satisfactory
to the Company, as to the applicability of such exemption to the proposed sale
or distribution. The foregoing restriction, however, shall not apply with
respect to (x) issuances by the Company so long as the shares of Common Stock
being issued are registered under the Securities Act and a prospectus in respect


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thereof is current, (y) reofferings of shares of Common Stock by persons who are
not affiliates (as defined in Rule 405 or any successor rule or regulation
promulgated under the Securities Act) of the Company if the shares of Common
Stock were so registered, or (z) reofferings of shares by Common Stock by
affiliates (as defined in Rule 405 or any successor rule or regulation
promulgated under the Securities Act) of the Company if the shares being
reoffered are registered for reoffer under the Securities Act and a prospectus
in respect thereof is current.

            Nothing herein shall be construed as requiring the Company to
register shares subject to any option under the Securities Act. In addition, if
at any time the Committee shall determine in its discretion that the listing or
qualification of the shares of Common Stock subject to such option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of an option, or the issue of shares of
Common Stock thereunder, such option may not be exercised in whole or in part
unless such listing, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.

            11. STOCK OPTION CONTRACTS. Each option shall be evidenced by an
appropriate Contract which shall be duly executed by the Company and the
optionee, and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee.

            12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any
other provisions of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock dividend, recapitalization, merger or
consolidation in which the Company is the surviving corporation, split-up,
combination or exchange of shares or the like, the aggregate number and kind of
shares subject to the Plan, the aggregate number and kind of shares subject to
each outstanding option and the exercise price thereof and the limitation on the
aggregate number and kind of shares as to which options may be granted in any
fiscal year under Paragraph 4 shall be appropriately adjusted by the Board of
Directors, whose determination shall be conclusive.

            In the event of (a) the liquidation or dissolution of the Company,
(b) a merger or consolidation in which the Company is not the surviving
corporation, or (c) any other capital reorganization in which more than 50% of
the shares of Common Stock of the Company entitled to vote are exchanged, any
outstanding options shall terminate, unless other provision is made therefor in
the transaction.

            13. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was adopted by
the Board of Directors on March 18, 1991 and amended on February 11, 1993, April
15, 1994 and October 31, 1996. No option may be granted under the Plan after
March 17, 2001. The Board of Directors, without further approval of the
Company's stockholders, may at any time suspend or terminate the Plan, in whole
or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, in order that ISO granted


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hereunder meet the requirements for "incentive stock options" under the Code, to
comply with the provisions of Rule 16b-3 promulgated under the Exchange Act, and
to conform to any change in applicable law or to regulations or rulings of
administrative agencies; provided, however, that no amendment shall be effective
without the requisite prior or subsequent stockholder approval which would (a)
except as contemplated in Paragraph 12, increase the maximum number of shares of
Common Stock for which options may be granted under the Plan, (b) materially
increase the benefits to participants under the Plan or (c) change the
eligibility requirements for individuals entitled to receive options hereunder.
No termination, suspension or amendment of the Plan shall, without the consent
of the holder of an existing option affected thereby, adversely affect his
rights under such option. The power of the Committee to construe and administer
any options granted under the Plan prior to the termination or suspension of the
Plan nevertheless shall continue after such termination or during such
suspension.

            14. NON-TRANSFERABILITY OF OPTIONS. No option granted under the Plan
shall be transferable otherwise than by will or the laws of descent and
distribution, and options may be exercised, during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent provided
above, options may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process.

            15. WITHHOLDING TAXES. The Company may withhold cash and/or, with
the authorization of the Committee, shares of Common Stock to be issued with
respect thereto having an aggregate fair market value equal to the amount which
it determines is necessary to satisfy its obligation to withhold Federal, state
and local income taxes or other taxes incurred by reason of the grant or
exercise of an option, its disposition, or the disposition of the underlying
shares of Common Stock. Alternatively, the Company may require the holder to pay
to the Company such amount, in cash, promptly upon demand. The Company shall not
be required to issue any shares of Common Stock pursuant to any such option
until all required payments have been made. Fair market value of the shares of
Common Stock shall be determined in accordance with Paragraph 5.

            Notwithstanding anything in the Plan or in any Contract to the
contrary, the Company may not withhold shares of Common Stock to satisfy the tax
withholding consequences of the exercise of an option by a holder who is subject
to the reporting requirements of Section 16(a) of the Exchange Act (as it
constitutes a deemed exercise of a stock appreciation right ("SAR") under Rule
16b-3 under the Exchange Act), unless (a) the Company has filed all periodic
reports and statements required to be filed by it pursuant to Section 13(a) of
the Exchange Act for at least one year prior to the date of such exercise, (b)
the Company on a regular basis releases for publication quarterly and annual
summary statements of sales and earnings in the manner contemplated in the rules
promulgated under Section 16 of the Exchange Act, (c) except when the date of
exercise of such SAR is automatic or fixed in advance under the Plan and is
outside the control of the holder, the election by the holder to receive cash in
full or partial settlement of the SAR, as well as the exercise of the SAR for
cash, is made during the period beginning on the


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third business day following the date of release of the summary statements
referred to in clause (b) and ending on the 12th business day following such
date, and (d) the option has been held for at least six months from the date of
grant to the date of cash settlement.

            16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the certificates for shares of Common Stock issued upon
exercise of an option under the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act, (b) implement the provisions of the Plan or any agreement between the
Company and the optionee with respect to such shares of Common Stock, or (c)
permit the Company to determine the occurrence of a "disqualifying disposition,"
as described in Section 421(b) of the Code, of the shares of Common Stock
transferred upon the exercise of an ISO granted under the Plan.

            The Company shall pay all issuance taxes with respect to the
issuance of shares of Common Stock upon the exercise of an option granted under
the Plan, as well as all fees and expenses incurred by the Company in connection
with such issuance.

            17. USE OF PROCEEDS. The cash proceeds from the sale of shares of
Common Stock pursuant to the exercise of options under the Plan shall be added
to the general funds of the Company and used for its general corporate purposes
as the Board of Directors may determine.

            18. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN CONSTITUENT
CORPORATIONS. Anything in this Plan to the contrary notwithstanding, the Board
of Directors may, without further approval by the stockholders, substitute new
options for prior options of a Constituent Corporation (as defined in Paragraph
19) or assume the prior options of such Constituent Corporation.

            19. DEFINITIONS.

                  a. Subsidiary. The term "Subsidiary" shall have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.

                  b. Parent. The term "Parent" shall have the same definition as
"parent corporation" in Section 424(e) of the Code.

                  c. Constituent Corporation. The term "Constituent Corporation"
shall mean any corporation which engages with the Company, its Parent or any
Subsidiary in a transaction to which Section 424(a) of the Code applies (or
would apply if the option assumed or substituted were an ISO), or any Parent or
any Subsidiary of such corporation.


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                  d. Disability. The term "Disability" shall mean a permanent
and total disability within the meaning of Section 22(e)(3) of the Code.

            20. GOVERNING LAW. The Plan, such options as may be granted
hereunder and all related matters shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

            21. PARTIAL INVALIDITY. The invalidity or illegality of any
provision herein shall not affect the validity of any other provision.

            22. STOCKHOLDER APPROVAL. The amendment to this Plan shall be
subject to approval by a majority of the votes cast at the next meeting of its
stockholders at which a majority of the outstanding voting shares are present,
in person or by proxy, and voting on the amendment. No options granted
thereunder may be exercised prior to such approval, provided that the date of
grant of any options granted thereunder shall be determined as if the amendment
to the Plan had not been subject to such approval. Notwithstanding the
foregoing, if the amendment to the Plan is not approved by a vote of the
stockholders of the Company on or before April 14, 1995, the Plan shall continue
in full force and effect without regard to the amendment and any options granted
pursuant to such amendment shall terminate.


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