<PAGE>
                                                                EXHIBIT 10.29(a)

                            CARSON PIRIE SCOTT & CO.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

          As Adopted Effective February 1, 1990 (and including amendments
through ____________________________, 1996)

<PAGE>


                            CARSON PIRIE SCOTT & CO.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                      As Adopted Effective February 1, 1990
               (and including amendments through October 4, 1994)

     This Plan, originally effective as of February 1, 1990, was adopted by P.A.
Bergner & Co., the predecessor to Carson Pirie Scott & Co., as an unfunded plan
for the purpose of providing supplemental retirement benefits to a select group
of management or highly compensated employees.

     The Plan has been subsequently amended to clarify the Plan's vesting
formula, to reflect the sponsor's corporate reorganization and to address the
effect of a change in control. Such amendments, through October 4, 1994, are
hereby reflected in this restated document.

<PAGE>

                            CARSON PIRIE SCOTT & CO.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                      As Adopted Effective February 1, 1990
               (and including amendments through October 4, 1994)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 1  -  DEFINITIONS                                                     1

ARTICLE 2  -  ELIGIBILITY AND PARTICIPATION                                   6

        2.1.  Eligibility                                                     6

        2.2.  Participation                                                   6

        2.3.  Re-Employed Participants                                        6

        2.4.  Termination of Participation                                    7

ARTICLE 3  -  VESTING AND FORFEITURES                                         8

        3.1.  Vesting                                                         8

        3.2.  Forfeiture Upon Death                                           8

        3.3.  Other Forfeitures                                               9

        3.4.  Non-Competition                                                 9

ARTICLE 4  -  RETIREMENT BENEFITS                                            11

        4.1.  Accrued Benefit                                                11

        4.2.  Time of Payment                                                12

        4.3.  Form of Payment                                                12

        4.4.  Death Benefit                                                  13

        4.5.  Optional Benefit Forms                                         13

        4.6.  Simultaneous Death                                             14

        4.7.  Designation of Beneficiary                                     14
</TABLE>
<PAGE>
<TABLE>
<S>                                                                         <C>
ARTICLE 5  -  CLAIMS                                                         15

        5.1.  Claims Procedure                                               15

        5.2.  Claims Review Procedure                                        15

ARTICLE 6  -  COMMITTEES                                                     17

        6.1.  Quorum                                                         17

        6.2.  Duties                                                         17

        6.3.  Binding Authority                                              18

        6.4.  Exculpation                                                    18

        6.5.  Indemnification                                                19

        6.6.  Compensation                                                   19

        6.7.  Information                                                    19

        6.8.  Self-interest                                                  20

ARTICLE 7  -  GENERAL PROVISIONS                                             21

        7.1.  Non-Property Interest                                          21

        7.2.  Disclosure                                                     21

        7.3.  Other Rights                                                   21

        7.4.  Amendment or Termination                                       22

        7.5.  Severability                                                   22

        7.6.  No Employment Rights                                           22

        7.7.  Incapacity                                                     23

        7.8.  Absence of Security Interest                                   23

        7.9.  Transferability of Rights                                      23

        7.10. Governing Law                                                  24

ARTICLE 8  -  CHANGE IN CONTROL                                              25

        8.1   Effect of Change in Control on Vesting                         25

        8.2   Effect of Change in Control on Distributions                   25

        8.3.  Change in Control                                              26
</TABLE>

                                       ii
<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

The following words and phrases as used herein shall have the following
meanings, unless a different meaning is required by the context:

1.1.   "ACCRUED BENEFIT" means, with respect to each Participant, the amount
       determined in accordance with Section 4.1.

1.2.   "ACTUARIAL ASSUMPTIONS" means the actuarial assumptions established from
       time to time by the Retirement Plan Committee in accordance with Section
       6.2. Initially, such actuarial assumptions shall be based or the 1983
       Group Annuity Mortality Table and an 8% annual interest rate.

1.3.   "AVERAGE COMPENSATION" means, with respect to each Participant, the
       average of such Participant's Compensation based on any five calendar
       years of the Company (whether or not consecutive) out of such
       Participant's last ten years of service as an Eligible Employee in which
       such Participant earned the highest amount of Compensation.

1.4.   "CAUSE" means any of the following:

       (i) fraud, embezzlement, theft or dishonesty against the Company or any
       of its subsidiaries or affiliates or the Board of Directors of the
       Company;

       (ii) any felony or misdemeanor involving moral turpitude for which a
       Participant is convicted or pleads nolo contendere or which, in the
       reasonable opinion of the

                                      -1-
<PAGE>

       Board of Directors of the Company, may cause embarrassment to the Company
       or any of its subsidiaries or affiliates;

       or

       (iii) any failure to follow reasonable directions or instructions of the
       Chief Executive Officer or Board of Directors of the Company or a breach
       of the Participant's material obligations under any employment agreement
       with the Company, and such failure or breach shall have continued for a
       period of 30 days after receipt of written notice thereof from the Chief
       Executive Officer or Board of Directors of the Company.

1.5.   "CODE" means the Internal Revenue Code of 1986, amended from time to
       time.

1.6.   "COMPANY" means Carson Pirie Scott & Co., and its successors and assigns.

1.7.   "COMPENSATION" means, with respect to any Participant during a calendar
       year, the base salary plus regular annual bonuses awarded under the
       Carson Pirie Scott & Co. Executive Bonus Plan, if any, paid to such
       Participant for service as an Eligible Employee during such calendar
       year, including salary deferral contributions made in accordance with
       Section 401(k) of the Code and deferrals to the Carson Pirie Scott & Co.
       Deferred Compensation Plan, but excluding any other compensation
       (including, but not limited to, amounts payable under the P. A. Bergner &
       Co. Incentive Compensation Plan, the Carson Pirie Scott & Co. 1993 Stock
       Incentive Plan, the Carson Pirie Scott & Co.

                                      -2-
<PAGE>

       Long-Term Incentive Plan, and any similar long-term incentive plan or
       incentive compensation plan, any special bonuses or any non-cash
       compensation, and any severance payments). Compensation paid to
       Participant for service as an Eligible Employee for less than a full
       calendar year shall not be annualized.

1.8.   "COMPENSATION COMMITTEE" means the Compensation Committee of the Board of
       Directors of the Company.

1.9.   "EC BENEFIT" shall have the meaning set forth in Section 4.1.

1.10.  "ELIGIBLE EMPLOYEE" MEANS any person who is an Employee and is eligible
       to participate in the Plan on or after February 1, 1990 in accordance
       with the provisions of Article II, except that any Employee with an
       individual supplemental retirement income arrangement with the Company or
       any of its subsidiaries or affiliates shall be eligible only to the
       extent provided in writing under such arrangement or other agreement with
       the Company.

1.11.  "EMPLOYEE" means any person employed by the Company or any of its
       subsidiaries or affiliates other than as a director, consultant or
       independent contractor, and any other person who receives severance pay
       from the Company and is entitled to be treated as an employee in
       accordance with an employment agreement.

1.12.  "EMPLOYERS" means the Company and any of its subsidiaries or affiliates
       participating in the Plan pursuant to a

                                      -3-
<PAGE>

       written designation of the Board of Directors of the Company.

1.13.  "EXECUTIVE COMMITTEE" means the Executive Committee of the Company, the
       members of which are appointed from time to time by the Chief Executive
       Officer of the Company subject to written confirmation by the
       Compensation Committee or Board of Directors of the Company.

1.14.  "OFFSETS" shall have the meaning set forth in Section 4.1.

1.15.  "PARTICIPANT" means any Eligible Employee who has received a written
       notice of his or her participation in the Plan or any former Eligible
       Employee who is entitled to benefits hereunder.

1.16.  "PLAN" means the Carson Pirie Scott & Co. Supplemental Executive
       Retirement Plan, as set forth herein and as amended from time to time.

1.17.  "PLAN YEAR" means the twelve-month period commencing on February 1 of
       each year, beginning with February 1, 1990.

1.18.  "RETIREMENT PLAN COMMITTEE" means the Retirement Plan Committee of the
       Company, the members of which are appointed from time to time by the
       Board of Directors of the Company.

1.19.  "SEC BENEFIT" shall have the meaning set forth in Section 4.1.

1.20.  "SENIOR EXECUTIVE COMMITTEE" means the Senior Executive Committee of the
       Company, the members of which are appointed from time to time by the
       Chief Executive Officer of the Company, subject to written confirmation
       by the

                                      -4-
<PAGE>

       Compensation Committee or the Board of Directors of the Company.

1.21.  "START-UP BENEFIT" means the initial amount, if any, of a Participant's
       Accrued Benefit as may be determined by the Compensation Committee in its
       sole discretion and set forth in a written notice of participation
       provided to the Participant upon his or her admission as a Participant in
       the Plan.

1.22.  "TOTAL DISABILITY" means any permanent mental or physical condition which
       (i) prevents a Participant from reasonably discharging the duties of his
       or her position, (ii) is attested to in writing from time to time by a
       physician selected by the Company and reasonably acceptable to the
       Participant, and (iii) has continued for at least 6 consecutive months or
       for a period aggregating 6 months in any period of 18 consecutive months
       for the same or related condition.

1.23.  "YEAR OF SERVICE" means, with respect to each Participant, each
       twelve-month period of service as an Employee without duplication.
       Periods of service of fewer than twelve months shall be disregarded.

1.24.  "VESTED ACCRUED BENEFIT" means, as of any determination date, the vested
       portion of a Participant's Accrued Benefit determined in accordance with
       Article 3 and the actuarial assumptions in effect on the date of the
       Participant's termination of his or her status as an Employee.

                                      -5-
<PAGE>

                                    ARTICLE 2

                         ELIGIBILITY AND PARTICIPATION

2.1.   Eligibility. Each Employee who is a member of the Senior Executive
       Committee or Executive Committee shall be eligible to participate in the
       Plan, subject to written approval of such eligibility and participation
       by the Compensation Committee in its sole discretion. In addition, the
       Chief Executive Officer of the Company may from time to time submit names
       of Employees to the Compensation Committee for its approval of such
       Employees' participation in the Plan, which approval shall be at the sole
       discretion of the Compensation Committee.

2.2.   Participation. The Compensation Committee shall notify each Eligible
       Employee in writing of his or her eligibility to participate in the Plan
       and, in the sole discretion of the Compensation Committee, of any
       Start-Up Benefit granted to such Eligible Employee. Eligible Employees
       shall not become Participants until they have delivered to the
       Compensation Committee their written acceptance of the terms and
       conditions of the Plan and of any additional terms and conditions of
       their accrual of benefits pursuant to Article 4.

2.3.   Re-Employed Participants. Any former Participant who has forfeited all or
       any part of his or her Accrued Benefit by reason of a termination of
       status as an Employee prior to age 55 and who is subsequently re-employed
       as an Employee

                                      -6-
<PAGE>

       on a substantially full-time basis shall be eligible to participate in
       the Plan in accordance with Sections 2.1 and 2.2, except that, unless
       otherwise agreed to in writing by the Compensation Committee, his or her
       prior Accrued Benefit shall remain forfeited and not be restored until
       the Participant has completed 5 Years of Service as an Eligible Employee
       following such re-employment. Any former Participant who terminates his
       or her status as an Employee on or after attaining age 55 shall be
       eligible to participate in the Plan upon re-employment as an Eligible
       Employee on a substantially full-time basis, but payment of such
       Participant's benefit under the Plan shall be suspended during such
       re-employment.

2.4.   Termination of Participation. The Compensation Committee reserves the
       right, in its sole discretion, to suspend or terminate at any time any
       Participant's participation in all or any portion of the Plan by giving
       written notice thereof to the Participant, except that in no event shall
       such suspension or termination reduce the Vested Accrued Benefit of such
       Participant. A notice of suspension or termination of participation may
       relate to, but need not be limited to, a Participant's eligibility for
       benefit accrual, vesting or redetermination of Average Compensation, or
       all of the above.

                                      -7-
<PAGE>

                                    ARTICLE 3

                             VESTING AND FORFEITURES

3.1.   Vesting. No Participant (other than members of the Senior Executive
       Committee on January 1, 1991) shall become vested under the Plan with
       respect to any Accrued Benefit prior to attaining age 55 while an
       Employee. Subject to the other provisions of this Article and Section
       2.4, a Participant who has attained age 55 while an Employee and members
       of the Senior Executive Committee on January 1, 1991, shall become vested
       under this Plan with respect to his or her Accrued Benefit in accordance
       with the vesting schedule set forth below:

<TABLE>
<CAPTION>
                                                                 Vested
Years of Service                                               Percentage
----------------                                               ----------
<S>                                                            <C>
less than 5                                                        0%
   5                                                              50%
   6                                                              60%
   7                                                              70%
   8                                                              80%
   9                                                              90%
10 or more                                                       100%
</TABLE>

       In addition, a Participant shall become vested under the Plan, regardless
       of Years of Service, (i) 100% upon such Participant's incurrence of a
       Total Disability while an Employee or (ii) in accordance with the terms
       of any employment agreement between such Participant and the Company.

3.2.   Forfeiture Upon Death. Notwithstanding any other provision of the Plan, a
       Participant shall forfeit his or her Vested Accrued Benefit, in its
       entirety, upon the

                                      -8-
<PAGE>

       Participant's death, unless the Participant has terminated service as an
       Employee prior to his or her death and has elected to receive payment
       under the Plan in a form providing a survivor benefit, in which event
       such survivor benefit shall be paid in accordance with its terms.

3.3.   Other Forfeitures. A Participant's Vested Accrued Benefit shall, to the
       extent not already paid, be forfeited in its entirety upon the
       Participant's termination of his or her status as an Employee for Cause
       or upon his or her breach of the provisions of Section 3.4. In addition,
       a Participant's Accrued Benefit, to the extent not vested in accordance
       with Section 3.1, shall be forfeited in its entirety upon the
       Participant's termination of service (other than for Total Disability) as
       an Employee prior to age 55.

3.4.   Non-Competition. The payment of benefits defined in Article 4 to any
       Participant shall cease and, to the maximum extent permitted by law, all
       unpaid amounts shall be forfeited if, (i) the Participant uses or
       discloses to any third person any material trade secret or other material
       confidential information of the Company or its subsidiaries or
       affiliates, or (ii) within eighteen months following the Participant's
       termination of employment with the Company or any of its subsidiaries or
       affiliates before attaining age 62, the Participant competes, directly or
       indirectly, with any business of the Company or any of its subsidiaries
       or affiliates in which the

                                      -9-
<PAGE>

       Participant was engaged in at the time of such termination of employment
       (the "Former Business Activity"), unless such competition occurs more
       than 25 miles from any location of the Former Business Activity in
       existence at the time of such termination or the Participant obtains the
       prior written consent of the Compensation Committee. This Section will be
       applicable to competition as an investor, employee, consultant, officer
       or director; provided that nothing in this Section 3.4 shall prevent any
       such Participant's investment in the securities of any company so long as
       he does not own, directly or indirectly, more than 5% of the voting stock
       of such company.

                                      -10-
<PAGE>

                                    ARTICLE 4

                               RETIREMENT BENEFITS

4.1.   Accrued Benefit. The Accrued Benefit of a Participant as of any
       determination date shall be stated in the form of a single life annuity
       for the Participant, commencing as of the date the Participant attains
       age 62 or, if later, the determination date (using the actuarial
       assumptions in effect on such date), and shall be for an amount equal to
       the sum of the Participant's EC Benefit plus SEC Benefit (which sum shall
       not be less than the Participant's Start-up Benefit or greater than 40%
       of the Participant's Average Compensation), reduced by the Offsets,
       further described below:

               EC Benefit. A Participant's EC Benefit is the product of (a)
          .243% (.00243), (b) the Participant's Average Compensation, and (c)
          the number of the Participant's calendar month of service as a member
          of the Executive Committee and not of the Senior Executive Committee;
          provided that in no event shall such product exceed 35% of the
          Participant's Average Compensation.

               SEC Benefit. A Participant's SEC Benefit is the product of (a)
          .278% (.00278), (b) the Participant's Average Compensation, and (c)
          the number of the Participant's calendar months of service as a member
          of the Senior Executive Committee; provided that in no event shall
          such product exceed 40% of the Participant's Average Compensation.

               Offsets. A Participant's Offsets are as follows: (i) The value of
          any benefit payable under any defined benefit plan of the Company or
          any of its subsidiaries or affiliates, plus (ii) the value of any
          vested benefit under any defined benefit plan or non-qualified
          supplemental retirement plan with respect to any business acquired by
          the Company or any of its subsidiaries or affiliates that has accrued
          to the Participant prior to the date of such

                                      -11-
<PAGE>

          acquisition, plus (iii) 100% of the Participant's Primary Social
          Security Benefit, plus (iv) the value of any other retirement benefit
          provided by any retirement plan maintained by the Company or any of
          its subsidiaries or affiliates other than benefits under a 401(k)
          plan, the Carson Pirie Scott & Co. Deferred Compensation Plan, and the
          P.A. Bergner & Co. Incentive Compensation Plan.

       A Participant who attains age 62 while an Employee shall not cease to
       accrue further benefits under the Plan unless the Participant has reached
       the maximum benefit limit set forth in Section 4.1. If the Participant
       accrues a further benefit after attaining age 62, the Participant's
       Accrued Benefit shall be determined as of the date of the last such
       accrual.

4.2.   Time of Payment. A Participant shall be entitled to payment of the vested
       portion of his or her Accrued Benefit commencing upon the Participant's
       termination of his or her status as an Employee on or after attaining
       age 62; provided, however, that the Retirement Plan Committee in its
       discretion may, at the Participant's written request, accelerate or defer
       the commencement of payment to the date requested by the Participant. If
       a Participant becomes re-employed as an Employee on a substantially
       full-time basis after payment has commenced, payments under the Plan
       shall be suspended until the Participant terminates such reemployment.

4.3.   Form of Payment. Unless an optional form of benefit is elected by a
       Participant in accordance with Section 4.4, a Participant's Vested
       Accrued Benefit shall be payable in the form of an annuity for the life
       of the Participant in

                                      -12-
<PAGE>

       accordance with the payroll practices of the Company for its executive
       officers. Actuarial principles adopted from time to time by the
       Retirement Plan Committee shall be used to determine the amount of each
       periodic payment and of the optional forms of payment. The amount of
       benefit under the Plan that would otherwise be payable to a Participant
       at age 62 shall be actuarially reduced, in accordance with the Actuarial
       Assumptions, if it commences to be paid prior to the Participant's 62nd
       birthday. If the commencement of payment of a Participant's benefit is
       deferred by the Retirement Plan Committee pursuant to Section 4.2 (other
       than by reason of re-employment) beyond the Participant's 62nd birthday,
       such benefit shall be actuarially increased in accordance with the
       Actuarial Assumptions.

4.4.   Death Benefit. A death benefit shall be payable to the designated
       beneficiary of a Participant upon such Participant's death only if an
       optional form of benefit providing for a survivor benefit is selected by
       the Participant. Such death benefit shall be payable only if such
       Participant's death occurs at a time he is receiving benefits under the
       Plan under Section 4.2 (or was receiving benefits but had such benefits
       suspended as a result of reemployment in accordance with Section 4.2).

4.5.   Optional Benefit Forms. When a Participant who is entitled to a Vested
       Accrued Benefit terminates service as an Employee, the Participant may
       elect an optional form of

                                      -13-
<PAGE>

       payment (other than a lump sum) as permitted by the Retirement Plan
       Committee at the time of such termination. All optional forms of payment
       shall be actuarially equivalent to the normal form of payment expressed
       in Section 4.3. The Retirement Plan Committee may, in its sole
       discretion, select the optional forms of payment permitted under the Plan
       except such optional forms shall always include (i) a joint and 50%
       survivor annuity and (ii) a joint and 100% survivor annuity. The
       Retirement Plan Committee, in its sole discretion, may prepay, in
       accordance with reasonable actuarial assumptions adopted from time to
       time by the Retirement Plan Committee, all or any portion of a
       Participant's Vested Accrued Benefit without penalty.

4.6.   Simultaneous Death. In the event of the simultaneous death of a
       Participant and his or her designated beneficiary, it shall be presumed
       for purposes of this Article that the beneficiary of the Participant
       predeceased the Participant.

4.7.   Designation of Beneficiary. A Participant who elects an optional form of
       benefit providing for a survivor benefit in the event of the
       Participant's death shall designate in writing one or more beneficiaries
       to receive such survivor benefit. Any such designation shall be
       irrevocable once payments have commenced.

                                      -14-
<PAGE>

                                    ARTICLE 5

                                     CLAIMS

5.1.   Claims Procedure. If any Participant or his or her designated beneficiary
       has a claim for benefits which is not being paid, such claimant may file
       with the Retirement Plan Committee a written claim setting forth the
       amount and nature of the claim, supporting facts, and the claimant's
       address. The Retirement Plan Committee shall notify each claimant of its
       decision in writing by registered or certified mail within 60 days after
       its receipt of a claim or, under special circumstances, within 120 days
       after its receipt of a claim. If a claim is denied, the written notice of
       denial shall set forth the reasons for such denial, refer to pertinent
       Plan provisions on which the denial is based, describe any additional
       material or information necessary for the claimant to realize the claim,
       and explain the claim review procedure under the Plan.

5.2.   Claims Review Procedure. A claimant whose claim has been denied or such
       claimant's duly authorized representative may file, within 60 days after
       notice of such denial is received by the claimant, a written request for
       review of such claim by the Compensation Committee. If a request is so
       filed, the Compensation Committee shall review the claim and notify the
       claimant in writing of its decision within 30 days after receipt of such
       request. In special

                                      -15-
<PAGE>

       circumstances, the Compensation Committee may extend for up to 30
       additional days the deadline for its decision. The notice of the final
       decision of the Compensation Committee shall include the reasons for its
       decision and specific references to the Plan provisions on which the
       decision is based. The decision of the Compensation Committee shall be
       final and binding on all parties.

                                      -16-
<PAGE>

                                    ARTICLE 6

                                   COMMITTEES

6.1.   Quorum. A majority of the members of the Compensation Committee or
       Retirement Plan Committee, as the case may be, shall constitute a quorum
       for any meeting of such committee held with respect to the Plan, and the
       acts of a majority of the members of either such committee, whether at a
       meeting or approved in writing without a meeting shall be valid acts of
       such committee.

6.2.   Duties. The Compensation Committee shall have the power, discretion, and
       duty to do all things necessary or convenient to effect the intent and
       purposes of the Plan, whether or not such powers and duties are
       specifically set forth herein, and, by way of amplification and not
       limitation of the foregoing, the Compensation Committee shall have the
       discretion and power to:

       (A)    provide rules and regulations for the management, operation and
              administration of the Plan, and, from time to time, amend or
              supplement such rules and regulations;

       (B)    construe the Plan in its sole discretion to the fullest extent
              permitted by law, which shall be final and conclusive upon all
              parties hereto;

       (C)    correct any defect, supply any omission, or reconcile any
              inconsistency in the Plan in such manner and to

                                      -17-
<PAGE>

              such extent as it shall deem appropriate in its sole discretion
              to carry the same into effect;

       (D)    establish actuarial principles and assumptions from time to time
              for use with respect to the Plan (unless such actuarial principles
              and assumptions are otherwise established by the Retirement Plan
              Committee as described in Sections 1.2 and 4.5); and

       (E)    delegate all or any portion of the power to manage, operate and
              administer the Plan to the Retirement Plan Committee.

6.3.   Binding Authority. The acts and determinations of the Compensation
       Committee or its duly authorized delegate within the powers conferred by
       the Plan shall be final and conclusive for all purposes of the Plan, and
       shall not be subject to any appeal or review. If challenged in court, any
       such act or determination shall not be subject to de novo review and
       shall not be overturned unless proven to be arbitrary and capricious
       based upon the evidence considered by the Compensation Committee or its
       duly authorized delegate at the time of such act or determination.

6.4.   Exculpation. No member of the Compensation Committee or the Retirement
       Plan Committee shall be directly or indirectly responsible or otherwise
       liable by reason of any action or default as a member of that committee
       or of the exercise of or failure to exercise any power or discretion as
       such member, except for such action,

                                      -18-
<PAGE>

       default, exercise or failure to exercise resulting from such member's
       gross negligence or willful misconduct. No member of the Compensation
       Committee or the Retirement Plan Committee shall be liable in any way for
       the acts or defaults of any other member of the committee, or any of its
       advisors, agents or representatives.

6.5.   Indemnification. The Company shall indemnify and hold harmless each
       member of the Compensation Committee or Retirement Plan Committee against
       any and all expenses and liabilities arising out of his or her own
       membership on either such committee, except expenses and liabilities
       arising out of a member's gross negligence or willful misconduct.

6.6.   Compensation. Members of the Compensation Committee or Retirement Plan
       Committee who are employees of the Company shall not receive any
       compensation for their services rendered as such members. No other
       members of either such Committee shall receive any compensation for their
       services rendered as members unless otherwise agreed to by the Board of
       Directors of the Company, but such member shall be entitled to be
       reimbursed for reasonable expenses incurred by them in administering the
       Plan. Any such compensation and expenses, as well as extraordinary
       expenses authorized by the Company, shall be paid by the Company.

6.7.   Information. The Company may furnish to the Committees in writing all
       information the Committees may deem

                                      -19-
<PAGE>

       appropriate for the exercise of their powers and duties in the
       administration of the Plan. Such information may include, but shall not
       be limited to, the names of all Participants, their earnings and their
       dates of birth,employment, termination of employment, retirement or
       death. Such information shall be conclusive for all purposes of the
       Plan, and the Committees shall be entitled to rely thereon without any
       investigation thereof.

6.8.   Self-interest. No member of the Compensation Committee or the Retirement
       Plan Committee may act, vote or otherwise influence a decision of either
       such committee specifically relating to his or her benefits, if any,
       under the Plan.

                                      -20-
<PAGE>

                                    ARTICLE 7

                               GENERAL PROVISIONS

7.1.   Non-Property Interest. Any Participant who may have or claim any interest
       in or right to any compensation, payment, or benefit payable hereunder,
       shall rely solely upon the unsecured promise of the Company, as set forth
       herein for the payment thereof, and nothing herein contained shall be
       construed to give to or vest in the Participant or any other person now
       or at any time in the future, any right, title, interest, or claim in or
       to any specific asset, fund, reserve, account, insurance or annuity
       policy or contract, or other property of any kind whatsoever owned by the
       Company, or in which the Company may have any right, title, or interest,
       now or at any time in the future.

7.2.   Disclosure. The Retirement Plan Committee shall make available to each
       Participant for examination at the principal office of the Company (or at
       such other location as may be determined by the Retirement Plan
       Committee), a copy of the Plan and such of its records, or copies
       thereof, as may pertain to any benefits of such Participant under the
       Plan.

7.3.   Other Rights. The Plan shall not affect or impair the rights or
       obligations of the Company or a Participant under any other contract,
       arrangement, or pension, profit sharing or other compensation plan.

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<PAGE>

7.4.   Amendment or Termination. Notwithstanding any other provision of the
       Plan, the Plan may be amended, modified, suspended, or terminated by the
       Compensation Committee in its sole discretion, except no such action, by
       itself, shall create a forfeiture of or otherwise reduce a Participant's
       Vested Accrued Benefit. No Participant or his or her spouse, heirs and
       beneficiaries shall have any contractual right to future benefits
       otherwise payable as of the date of termination of the Plan. Upon
       termination of the Plan, the Vested Accrued Benefits shall be payable in
       accordance with the terms of the Plan, except to the extent determined
       otherwise by the Compensation Committee.

7.5.   Severability. If any term or condition of the Plan shall be invalid or
       unenforceable to any extent or in any application, then the remainder of
       the Plan, with the exception of such invalid or unenforceable provision,
       shall not be affected thereby, and shall continue in effect and
       application to its fullest extent.

7.6.   No Employment Rights. Neither the establishment of the Plan, any
       provisions of the Plan, nor any action of the Compensation Committee or
       Retirement Plan Committee shall be held or construed to confer upon any
       employee the right to a continuation of employment by the Company.
       Subject to any applicable employment contract, the Company reserves the
       right to dismiss any employee, or otherwise deal with any employee to the
       same extent as though the Plan had not been adopted.

                                      -22-
<PAGE>

7.7.   Incapacity. If the Retirement Plan Committee determines that a
       Participant or a designated beneficiary is unable to care for his or her
       affairs because of illness or accident or other physical or mental
       disability or because he or she is a minor, the Retirement Plan Committee
       may cause the payments due to such person to be made to another person
       (including a duly appointed guardian, committee or other legal
       representative) for his or her benefit without any responsibility of the
       Retirement Plan Committee to see to the application of such payment. Any
       such payment shall be a complete discharge of the Company's obligation to
       such person under the Plan.

7.8.   Absence of Security Interest. The Plan is unfunded and any liability of
       the Company to any person with respect to benefits payable under the Plan
       shall give rise only to a claim as an unsecured creditor against the
       general assets of the Company.

7.9.   Transferability of Rights. No Participant or spouse of a Participant
       shall have any right to commute, encumber, transfer or otherwise dispose
       of or alienate any present or future right or expectancy which he may
       have at any time to receive payments of benefits hereunder, which
       benefits and the right thereto are expressly declared to be
       non-assignable and nontransferable, except to the extent required by law.
       Any attempt to transfer or assign a benefit, or any rights granted
       hereunder, by a Participant or the spouse of a Participant shall, in the
       sole

                                      -23-
<PAGE>

       discretion of the Compensation Committee (after consideration of such
       facts as it deems pertinent), be grounds for terminating any rights of
       the Participant, his joint or contingent annuitant or beneficiary, to any
       portion of the Plan benefits not previously paid.

7.10.  Governing Law. The Plan shall be construed, administered, and enforced
       according to the laws of the State of Illinois except to the extent that
       such laws are preempted by the federal laws of the United States of
       America.

                                      -24-
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                                    ARTICLE 8

                                CHANGE IN CONTROL

8.1    Effect of Change in Control on Vesting. Notwithstanding any other
       provision of this Plan to the contrary, in the event of a Change in
       Control, all Participants who remain employed with the Company at the
       time of a Change in Control shall become fully vested in their entire
       Accrued Benefit hereunder.

8.2    Effect of Change in Control on Distributions. Notwithstanding any other
       provision of this Plan to the contrary, in the event of a Change in
       Control, each Participant who remains employed with the Company at the
       time of a Change in Control shall receive an immediate single sum
       distribution of the entire present value of the Participant's Accrued
       Benefit within 60 days after the Participant's termination of employment
       for any reason if the termination occurs within two years after the
       Change in Control. Further, any Participant who terminated
       employment prior to the Change in Control and who is in pay status at the
       time of the Change in Control shall receive an immediate single sum
       distribution of the present value of the Participant's remaining Vested
       Accrued Benefit within 60 days after the Change in Control. For purposes
       of this Section 8.2, the present value of a Participant's Accrued Benefit
       shall be determined using either the interest rate used in the

                                      -25-
<PAGE>

       Actuarial Assumptions in effect with respect to the Plan at the time of
       the Change in Control or the interest rate or rates which would be used
       by the Pension Benefit Guaranty Corporation to value annuities (immediate
       or deferred, whichever is appropriate) for plans terminating as of the
       first day of the Plan Year during which the distribution is made,
       whichever results in the larger benefit. (Participants who are employed
       at the time of a Change in Control but who do not terminate employment
       within two years after the Change in Control and Participants who
       terminated employment prior to a Change in Control but who are not in
       pay status at the time of the Change in Control shall receive
       distribution of their Vested Accrued Benefits in accordance with Article
       4 and the terms of this Plan without regard to this Section 8.2.)

8.3.   Change in Control. For purposes of this Article 8, the term "Change in
       Control" shall have the same meaning as given it in the Carson Pirie
       Scott & Co. 1993 Stock Incentive Plan, as amended from time to time.

                                      -26-