JACOBSON STORES INC, 10-K405, 1996-04-12

JACOBSON STORES INC
10-K405, 1996-04-12
DEPARTMENT STORES

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FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended January 27, 1996
----------------------------------------------

Commission File No. 0-6319
--------------------

JACOBSON STORES INC.

Michigan 38-0686330
(STATE OF INCORPORATION)
(I.R.S. EMPLOYER IDENTIFICATION NO.)

3333 Sargent Road, Jackson, Michigan 49201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Registrant's telephone number, including area code: 517-764-6400
---------------

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1 par value
Series A Preferred Stock Purchase Rights
6 3/4% Convertible Subordinated Debentures due 2011

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K. [X]

STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.

$33,852,000 as of March 1, 1996

(THE PERSONS CONSIDERED AFFILIATES FOR THE PURPOSE OF THE FOREGOING
COMPUTATION ARE IDENTIFIED ON PAGE 20 OF THIS REPORT.)

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

Common Stock, $1 par value: 5,779,021-2/3 shares outstanding
as of March 1, 1996

DOCUMENTS INCORPORATED BY REFERENCE

LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND THE
PART OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED:

SPECIFIED PORTIONS OF PROXY STATEMENT FOR 1996 ANNUAL MEETING OF SHAREHOLDERS,
TO BE HELD MAY 23, 1996: PART III

<PAGE>

JACOBSON STORES INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 27, 1996

INDEX

Page
PART I.
Item 1. Business. 1

Item 2. Properties. 8

Item 3. Legal Proceedings. 9

Item 4. Submission of Matters to a Vote of Security Holders. 9

Executive Officers of the Registrant. 10

PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. 12

Item 6. Selected Financial Data. 13

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 13

Item 8. Financial Statements and Supplementary Data. 19

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 19

PART III.
Item 10. Directors and Executive Officers of the Registrant. 20

Item 11. Executive Compensation. 20

Item 12. Security Ownership of Certain Beneficial Owners and
Management. 20

Item 13. Certain Relationships and Related Transactions. 20

PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K. 21

SIGNATURES 25

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1/F-17

INDEX OF EXHIBITS E-1/E-3

<PAGE>

PART I

ITEM 1. BUSINESS.

INTRODUCTION

The registrant, Jacobson Stores Inc., a Michigan corporation and
successor to a business founded in 1868, operates specialty department stores
catering to discerning customers with preferences for quality merchandise. The
Company emphasizes quality merchandise, fully staffed stores, personalized
customer service and attractive, comfortable shopping surroundings. Each store
features fashion apparel and accessories for the family and most offer
decorative accents for the home.

The Company owns a substantial portion of the real property used in its
business, primarily through its consolidated, wholly-owned real estate
subsidiary, Jacobson Stores Realty Company ("Jacobson Realty"). Prior to
December 21, 1995, the Company financed customer receivables through Jacobson
Credit Corp. ("Jacobson Credit"), its consolidated, wholly-owned finance
subsidiary. Effective on that date, the Company began financing receivables
and other working capital needs with its own loan under its new credit
facility, replacing Jacobson Credit's revolving credit facility. As used in
this report, the terms "registrant", "Company" and "Jacobson's" refer to
Jacobson Stores Inc. and its subsidiaries unless the context indicates
otherwise.

Jacobson's operates in two regions, with stores in twenty-seven cities in
Michigan, Indiana, Kansas, Kentucky, Ohio and Florida. The Company maintains
separate staffs of buyers for each region in order to better respond to
customers' lifestyles and merchandise preferences. The principal merchandising
and distribution functions are performed through regional facilities.
Functions common to all stores, such as management coordination, sales
promotion, data processing and accounting, are centralized at the corporate
headquarters in Jackson, Michigan.

MERCHANDISE AND MARKETING

Merchandise. Jacobson's directs its primary merchandising and marketing
efforts to discerning customers with preferences for quality merchandise.
Stores are merchandised with fashion apparel and accessories for the family
and most offer decorative accents for the home.

<PAGE>

The percentage contribution to sales by major class of merchandise for
the last three fiscal years was as follows:

<TABLE>
<CAPTION>
Year Ended
----------------------------
January January January
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Women's apparel and accessories......... 66.7% 66.2% 64.6%
Men's apparel and accessories........... 13.2 12.8 12.5
Accessories for the home................ 7.9 8.0 9.5
Children's apparel and accessories...... 7.9 8.8 9.1
Miscellaneous........................... 4.3 4.2 4.3
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
</TABLE>

Personal Service. Jacobson's stores are fully staffed with
knowledgeable salespeople to ensure that customers receive prompt personal
attention. Jacobson's salespeople are experienced and well-trained through
video presentations, seminars and close working relationships with buyers and
merchandise managers. Salespeople maintain personal trade lists of their
customers' sizes, colors, fashion preferences, and important dates, and
contact customers by telephone or personal note to alert them to the arrival
of new merchandise or to remind them of birthdays or anniversaries. Management
believes that personal relationships between salespeople and their clientele
promote customer loyalty and contribute to the Company's growth. Jacobson's
has a liberal return policy and accepts merchandise purchased at Jacobson's
for return or exchange if the customer is not satisfied. Other special
services include free gift wrapping and free parking. All regularly scheduled
Jacobson's salespeople are compensated on some form of commission program.

Sales Promotion. The Company uses newspaper, radio, television and
direct mail advertising, as well as in-store events and billing statement
enclosures, to stimulate sales. Advertising generally is institutional and
focuses on current fashions and merchandise classifications. The Company's
policy is to price merchandise fairly and competitively and to avoid sale
events other than special pre-season promotions and end-of-season clearances.
Although advertisements usually mention price, Jacobson's refrains from
comparative pricing (comparing the advertised price to a higher original
price) in its advertising. Management believes that this practice enhances
credibility and customer loyalty. Jacobson's in-store events include fashion
shows and wardrobing seminars to communicate fashion trends to customers.

Store Design. Jacobson's stores are designed to project an attractive,
comfortable atmosphere similar to the style customers find in their own homes.
All aspects of the store interiors and fixturing are coordinated by the
Company's store planning personnel, using quality fixtures, carpeting,
lighting and displays. The Company has developed a concept store based on a
standard 65,000-70,000 square foot footprint on one level. Merchandise in the
concept store is expected to focus on core classifications with high sales and
margins. The Company plans to use this concept for future stores.

<PAGE>

CREDIT POLICY

Jacobson's issues its own credit card as a customer service. The
Company offers three credit plans to its cardholders: an Option plan requiring
a minimum monthly payment of 20% of the outstanding balance; an Extended
Payment plan available primarily for furs, fine jewelry, and furniture
purchases in the Company's two stores which carry furniture; and a Tabletop
plan granting extended payment terms without finance charge for qualifying
purchases of china, crystal, silver, and table linens.

Sales under Jacobson's credit plans averaged 45.6% of sales for the
last three fiscal years and accounted for 43.6% of the Company's sales in
fiscal 1995. In addition, sales under third party credit cards (VISA,
MasterCard and American Express) averaged 35.5% of sales for the last three
fiscal years and accounted for 38.9% of the Company's sales in fiscal 1995.
Credit losses relating to the Company's credit card have averaged 0.40% of
credit sales over the last three years (ranging from 0.32% to 0.48%).

Over the past five years, sales under Jacobson's credit plans have
declined to 43.6% of sales in 1995 compared with 55.2% in 1990, largely in
favor of third party cards. The Company is testing ways to improve the
competitiveness of its credit card.

The Company maintains purchasing and payment history on its 274,000
active account holders, which permits targeting of direct mail advertising and
automatic increases of credit limits.

OPERATIONS

The Company operates in two regions, the Midwest and Florida. The
principal merchandising and distribution functions for the Midwest stores are
performed at the Company's central distribution facility in Jackson, Michigan.
The principal merchandising and distribution functions for the Florida stores
are performed in Winter Park, Florida. Functions common to all stores, such as
management coordination, sales promotion, data processing and accounting, are
centralized at the corporate headquarters in Jackson, Michigan.

Jacobson's stores in Michigan are located in Birmingham, Dearborn,
Grosse Pointe, Livonia and Rochester (all suburbs of Detroit), Ann Arbor, East
Grand Rapids, East Lansing, Jackson, Kalamazoo and Saginaw; in Indiana, in
Indianapolis; in Kansas, in Leawood; in Kentucky, in Louisville; in Ohio, in
Columbus and Toledo; and in Florida, in Clearwater, Fort Myers, Jacksonville,
Longwood, Naples, North Palm Beach, Osprey, Sarasota, Tampa and Winter Park.
In addition, the Company has a clearance center in Troy, Michigan, a suburb of
Detroit. Stores in the Midwest range from 83,000 to 199,000 square feet,
except for the clearance center, which is 34,000 square feet. The Florida
stores range from 23,000 to 90,000 square feet. In March 1996, the Company
opened a 120,000 square foot leased store as part of the Town Center Plaza, a
new shopping center in Leawood, Kansas, a suburb of Kansas City.

<PAGE>

Jacobson's maintains evening hours consistent with customer shopping
patterns in each community. Stores are open from 53 to 71 hours each week,
except during the holiday season, when evening hours may be extended.

Annual sales, percentage increase in sales, average gross square
footage of stores in operation during the fiscal year, and approximate sales
per average gross square foot were as follows:

<TABLE>
<CAPTION>
Year Ended
------------------------------------
January January January
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Net sales (in thousands) ......................... $ 414,267 $ 409,154 $ 403,816
Percentage increase in sales:
All stores .................................... 1.2% 1.3% (1.9)%
Same stores ................................... (1.1)% (0.2)% (4.1)%
Average gross square footage (in thousands) ...... 2,537 2,439 2,454
Approximate sales per average gross square foot .. 163 168 165
</TABLE>

PURCHASING, CONTROL AND DISTRIBUTION OF INVENTORY

Jacobson's purchases merchandise from several thousand suppliers, no
one of which accounted for as much as 5% of the Company's net purchases during
fiscal 1995. The Company maintains separate staffs of buyers for its Midwest
and Florida stores to better respond to customer lifestyles and merchandise
preferences. Merchandising decisions are directed by 2 general merchandise
managers, 12 divisional merchandise managers, 82 buyers and 10 assistant
buyers. In addition, the Company is a member of the Frederick Atkins Buying
Office, a domestic and foreign buying office serving approximately 20
retailers, which provides merchandising counsel, product information, direct
store import capability, and other services.

An on-line computerized merchandise information system provides the
Company's buyers with detailed reports of current sales and inventory levels
for each store, by department, class, vendor, style, color and size. This
system permits the Company's merchandising staff to analyze trends on a daily
basis, to identify fast-selling and slow-selling merchandise and to respond to
customer buying preferences when making reorder and markdown decisions.

Merchandise is generally shipped directly from vendors to the
Company's regional distribution centers in Jackson, Michigan and in Winter
Park, Florida, where it is inspected for quality by the Company's buyers,
priced and shipped to the stores by Jacobson's fleet of trucks.

Jacobson's adopted the LIFO method of inventory valuation in 1968. At
the end of fiscal 1995, LIFO reserves totalled $16,812,000, or approximately
15.9% of pre-LIFO inventory values. Physical inventories are taken at least
once each year. Inventory shrinkage at retail over the past three fiscal years
has averaged 2.5% of owned retail sales.

<PAGE>

EXPANSION AND CONSOLIDATION

The Company's strategy is to achieve consistent long-term growth both
by maintaining and improving market share in its existing communities and by
entering new markets. The Company evaluates potential new locations and
expects to open new stores as desirable opportunities arise and resources
permit. The Company opened one new store in March 1996, has signed a lease for
another new store expected to open in the Fall of 1996, and continues to
evaluate opportunities for additional new stores. The Company has developed a
concept store for these additional new stores based on a standard
65,000-70,000 square foot footprint on one level. Implementing a growth
strategy would likely require additional capital, including additional debt or
equity financing. The Company is currently exploring financing alternatives
for its corporate development plans. The Company reviews the performance of
its less profitable existing stores from time to time to determine whether it
would be in the Company's best interest to close any of these stores. Store
openings and closings could have a significant impact on the Company's sales,
expenses and capital requirements. In addition, store closings would likely
entail significant one-time charges to effect the closing and to recognize any
impairment of assets resulting from the closing decision.

The Company opened a 120,000 square foot leased store in the Town
Center Plaza, a shopping center in Leawood, Kansas, a suburb of Kansas City,
in March 1996.

In May 1995, the Company signed a lease for an 80,000 square foot
store under construction in Mizner Park, a mixed-use retail, residential and
office development in Boca Raton, Florida. The store is targeted to open in
the Fall of 1996.

See "General Development of Business" below for a discussion of the
consolidation of the Company's Kalamazoo, Michigan, operations from two
facilities into one and the sale of its Children's Store in Birmingham,
Michigan.

REAL ESTATE POLICY

Jacobson's strategy is to own or obtain long-term leases of the real
estate used in the operation of its business. The Company owns approximately
71% of the total square footage used in its business. The Company maintains a
continuing program of property improvements and renewal of existing stores and
support facilities. New stores and major expansion projects generally are
financed by mortgage loans or comparable financing, or through long-term
leases. At January 27, 1996, mortgage loans and related secured financings
comprised approximately 41% of consolidated debt.

<PAGE>

COMPETITION

The specialty department store business is highly competitive. The
Company's stores are in active competition with other department and specialty
stores and with regional and national department store chains, some of which
are considerably larger than the Company and have substantially greater
financial and other resources. Sales in the Company's Metropolitan Detroit
stores are expected to be further pressured as a result of increased
competition, including the entry of Nordstrom's into the market in the Fall of
1996. Jacobson's competes principally on the basis of availability of fashion
merchandise, quality, personalized service and attractive store surroundings,
as well as fair pricing and advertising. The Company believes it is a
respected retail merchandiser in the communities it serves, and that its
merchandising policies and reputation enable it to maintain its competitive
position.

EMPLOYEES

Jacobson's believes that its employees are among its key resources.
Management stresses development programs for employees and promotion from
within. The Company employs approximately 4,900 employees, 3,800 full-time and
1,100 part-time. During the holiday season, the number of employees increases
to approximately 5,700.

(a) GENERAL DEVELOPMENT OF BUSINESS.

Some of the principal developments in Jacobson's business during
fiscal 1995 and the current year to date are summarized on page 5 of this
report under the caption "Expansion and Consolidation". To finance this
expansion, the Company obtains mortgage loans or comparable financing or
obtains long-term leases. In addition, to fund its present and planned working
capital requirements, including working capital requirements for the two
stores opening in 1996, the Company has a $65,000,000 Revolving Credit and
Term Loan facility under a Credit Agreement with two banks. The Term Loan
portion of the Agreement totals $20,000,000 and the Revolving Credit portion
of the Agreement provides for borrowings of up to $45,000,000, subject to a
borrowing base limitation. Borrowings are guaranteed by the Company's
subsidiaries and secured by receivables under Company credit plans and will be
secured by first mortgages on selected properties. At January 27, 1996, the
Company had borrowed $20 million under the Term Loan portion of this Agreement
and $17.2 million under the Revolving Credit line.

During fiscal 1995, the Company consolidated its Kalamazoo,
Michigan operations from two facilities into one and sold its former
Children's Store in Birmingham, Michigan.

(b) INDUSTRY SEGMENTS AND LINES OF BUSINESS.

Jacobson's operates in a single industry, the specialty
department store industry.

The percentage contribution to sales by major class of
merchandise for each of the last three fiscal years is set forth on page 2 of
this report.

<PAGE>

The nature of Jacobson's business, the categories of merchandise
it sells, and the percentage contribution to sales by merchandise category
during the past three fiscal years, are set forth on pages 1-6 of this report.

The specialty department store business is seasonal. The holiday
season (from the day after Thanksgiving to January 1) generally accounts for
15-20% of Jacobson's net sales.

By reason of the seasonal nature of the business, Jacobson's and
others in the industry experience significant build-up of inventory and
accounts receivable at certain times of the year. To support the seasonal
requirements, the Company has a Revolving Credit line of $45,000,000 under a
Credit Agreement, subject to a borrowing base limitation. Further information
on this line of credit is set forth in the Notes to the Company's Consolidated
Financial Statements for the three fiscal years ended January 1996, filed as
part of this report (see "Financing" on page F-9).

Competitive conditions in the specialty department store business
are discussed on page 6 of this report.

Information with respect to the Company's employees is provided
on page 6 of this report.

(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES.

The registrant has no foreign operations and no material export
sales.

<PAGE>

ITEM 2. PROPERTIES.

The following table shows the location and approximate size of
Jacobson's stores and its offices and principal warehouse and distribution
facilities; whether owned by the registrant or leased; and the expiration
dates (including renewal options) of principal real estate leases. Most such
owned properties are subject to mortgage. In several cities, the store
consists of two buildings.

Jacobson's management considers that these properties, as well as its
furniture, fixtures, machinery and equipment, are well maintained, suitable
and adequate for their intended purposes, and in general fully utilized.

<TABLE>
<CAPTION>
Approximate Expiration
Total Square Dates of
Feet of Principal
Locations Building(s) Ownership Leases
--------- ------------ --------- ----------
<S> <C> <C> <C>
MICHIGAN
Jackson.................... 105,000 Partly owned (1) 2006, 2016
Ann Arbor.................. 101,000 Owned ----
East Lansing............... 117,000 Partly owned (2) 2028
Saginaw.................... 199,000 Partly owned (3) 1996
Grosse Pointe.............. 151,000 Owned ----
Birmingham................. 179,000 Partly owned (4) 2008
Kalamazoo.................. 83,000 Owned ----
Dearborn................... 145,000 Owned ----
East Grand Rapids.......... 148,000 Owned ----
Rochester.................. 106,000 Partly owned (5) 2046
Livonia.................... 150,000 Owned ----
Troy Clearance Center...... 34,000 Leased 2002
Central Office and
Distribution Center
(Jackson)............... 238,000 Owned ----

INDIANA
Indianapolis............... 120,000 Leased 2048

KANSAS
Leawood.................... 120,000 Leased 2051

KENTUCKY
Louisville................. 161,000 Leased 2036

OHIO
Toledo..................... 120,000 Owned ----
Columbus................... 119,000 Partly owned (6) 2079
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Approximate Expiration
Total Square Dates of
Feet of Principal
Locations Building(s) Ownership Leases
--------- ------------ --------- -----------
<S> <C> <C> <C>
FLORIDA
Sarasota................... 25,000 Partly owned (6) 2014
Winter Park................ 23,000 Leased 2013
Longwood................... 49,000 Leased 2020
North Palm Beach........... 90,000 Leased 2022
Osprey..................... 32,000 Leased 2025
Clearwater................. 52,000 Leased 2039
Fort Myers................. 51,000 Partly owned (7) 2085
Jacksonville............... 82,000 Owned ----
Tampa...................... 48,000 Leased 2030
Naples..................... 46,000 Leased 2042
Regional Distribution
Center (Winter Park).... 84,000 Owned ----
<FN>
(1) Approximately 28,000 square feet owned; balance leased.
(2) Building is owned; approximately half of land is owned and half leased.
(3) Approximately 29,000 square feet leased from month to month;
balance owned.
(4) Birmingham Fashion Apparel Store (98,000 square feet) is owned.
The Men's, Children's and Home Store (81,000 square feet) includes
approximately 64,000 square feet owned; the balance is leased.
(5) Approximately 71,000 square feet and related parking area are owned.
The balance of the shopping center is leased, of which 35,000 square
feet are operated as part of Jacobson's store.
(6) Building is owned on leased land.
(7) Building is owned; land and parking area are leased.
</TABLE>

ITEM 3. LEGAL PROCEEDINGS.

(a) No material legal proceedings are pending to which Jacobson Stores
Inc. or any of its subsidiaries is a party or to which any of their property
is subject, other than ordinary routine litigation incidental to the
registrant's business, and no such proceeding is known by the registrant to be
contemplated.

(b) Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT.

The table below sets forth the name and age of each executive officer
of the registrant, all positions and offices with Jacobson Stores Inc. and its
wholly-owned subsidiaries held by each such person, and the period during
which the officer has served in such positions. Each has been elected to hold
office until the 1996 Annual Meeting of the Board of Directors (except in the
case of retirement or other termination of employment) or until a successor is
elected and qualified.

<TABLE>
<CAPTION>
Held
Office
Name Age Positions and Offices Since
---- --- --------------------- ------
<S> <C> <C> <C>
Mark K. Rosenfeld 50 Chairman of the Board and Chief 1993
Executive Officer, and Director,
Jacobson Stores Inc. and wholly-
owned subsidiaries

Paul W. Gilbert 51 Vice Chairman of the Board, and 1993
Director, Jacobson Stores Inc. and
wholly-owned subsidiaries

James B. Fowler 48 President and Director, 1993
Jacobson Stores Inc. and
wholly-owned subsidiaries

Joseph H. Fisher 60 Senior Vice President- 1991
General Merchandise Manager,
Jacobson Stores Inc.

Theodore R. Kolman 55 Senior Vice President- 1991
General Merchandise Manager,
Jacobson Stores Inc.

Robert L. Moles 54 Senior Vice President-Stores, 1992
Jacobson Stores Inc.

Timothy J. Spalding 40 Vice President-Controller, 1991
Jacobson Stores Inc. and
wholly-owned subsidiaries
</TABLE>

There is no arrangement or understanding between any of the officers
and any other person pursuant to which the officer was selected as an officer,
except that each of the executive officers is a party to an employment
agreement with the Company pursuant to which he is required to be elected to
the offices with the Company he currently holds, or, for Messrs. Rosenfeld,
Gilbert and Fowler, such other capacity as the Board of Directors deems
advisable.

<PAGE>

Each executive officer has held managerial or executive positions with
Jacobson's for more than five years.

Mark K. Rosenfeld has been an executive officer of the Company since
1976, was President, 1982-1993, Chief Operating Officer, 1987-1992, and has
been Chief Executive Officer since 1992 and Chairman of the Board since 1993.
He is a director to TCF Financial Corporation.

Paul W. Gilbert was Vice President and Controller of the Company,
1976-1984, Senior Vice President and Chief Financial Officer, 1984-1988,
Executive Vice President and Chief Financial Officer, 1988-1993, and
Treasurer, 1991-1993, and has been Vice Chairman of the Board since 1993.

James B. Fowler has held merchandising positions with the Company
since 1972, was Vice President-Divisional Merchandise Manager, 1984-1987, was
Executive Vice President- Marketing, 1987-1993, and has been President since
1993.

Joseph H. Fisher was Vice President and General Merchandise Manager of
the Company, 1984-1991, and has been Senior Vice President-General Merchandise
Manager of the Company since 1991.

Theodore R. Kolman was General Merchandise Manager, Home Furnishings
Division of the Company, 1990-1991, and has been Senior Vice President-General
Merchandise Manager of the Company since 1991.

Robert L. Moles was Senior Vice President of Operations of the
Company, 1986-1992, and has been Senior Vice President-Stores of the Company
since 1992.

Timothy J. Spalding was the Controller of the Company, 1984-1991, and
has been Vice President-Controller of the Company since 1991.

Mark K. Rosenfeld is the brother of Robert L. Rosenfeld, a director of
the Company, and is the first cousin of Richard Z. Rosenfeld, the Secretary
and a director of the Company.

<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

The Company's Common Stock is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol "JCBS."

The quarterly range of high and low sales price quotations of
Jacobson's Common Stock and dividends paid per share for each quarter of
fiscal 1995 and 1994 are shown in the following schedule:
<TABLE>
<CAPTION>
Dividends
Per
Year Quarter High Low Share
---- ------- ---- --- ---------
<S> <C> <C> <C> <C>
1995 4th $ 9 1/2 $ 8 $.12 1/2
3rd 11 9 .12 1/2
2nd 12 9 3/4 .12 1/2
1st 12 9 7/8 .12 1/2

1994 4th $ 13 $ 10 $.12 1/2
3rd 13 3/4 12 1/2 .12 1/2
2nd 14 3/4 12 1/4 .12 1/2
1st 15 11 3/4 .12 1/2
</TABLE>

The approximate number of shareholders of record of Jacobson's Common
Stock as of March 1, 1996 was 1,250.

For a description of financial covenants in the Company's Credit
Agreement that could restrict the Company's ability to pay dividends, see the
Notes to the Company's Consolidated Financial Statements for the three fiscal
years ended January 1996, filed as part of this report (see "Financing" on
page F-10).

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

Selected financial data for fiscal 1991 through 1995 is as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
(in thousands except
per share data) 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales, including leased
departments................... $ 414,267 $ 409,154 $ 403,816 $ 411,631 $ 395,677
Earnings (loss) before income
taxes......................... (6,541) 6,388 4,610 5,894 6,494
Net earnings (loss).............. (4,206) 4,088 3,014 3,910 4,218
Total assets..................... 262,514 268,589 248,818 250,395 239,460
Long-term debt, less current
portion........................ 119,727 120,424 108,203 105,270 97,514

Per common share:
Net earnings (loss) -
Primary..................... $(0.73) $ 0.71 $ 0.52 $ 0.68 $ 0.73
Fully diluted............... (0.73) 0.71 0.52 0.68 0.73

Cash dividends................. 0.50 0.50 0.50 0.50 0.50
</TABLE>
- ------------------------------------------------------------------------------

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

The following table shows the percentage relationship to sales of the items
presented for the periods indicated.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------
<S> <C> <C> <C>
Net sales............................ 100.0% 100.0% 100.0%
Gross profit......................... 32.5 35.2 33.9
Selling, general and administrative
expenses........................... 32.2 31.7 31.1
Interest expense, net................ 2.1 2.0 1.9
Gain on sale of property............. 0.2 0.1 0.2
Earnings (loss) before income taxes.. (1.6) 1.6 1.1
Net earnings (loss).................. (1.0) 1.0 0.7
</TABLE>
- --------------------------------------------------------------------

<PAGE>

1995 Versus 1994

Sales in 1995 totalled $414,267,000, an increase of 1.2% from 1994.
Comparable store sales decreased 1.1%, reflecting a difficult apparel retail
climate, especially in the Midwest region. The comparable store sales decrease
included a 3.6% decrease in sales in the Midwest stores, partially offset by a
5.3% increase in sales in the Florida stores. The overall increase in sales is
due to the opening of the Louisville, Kentucky store in November 1994. Sales
in the Metropolitan Detroit stores are expected to be further pressured as a
result of increased competition, including Nordstrom's entry into the market
in the Fall of 1996. In addition, planned and potential store openings and
closings described under "Corporate Development" are expected to affect future
sales.

Women's apparel and accessories represented 66.7% of the Company's
total business in 1995. Other major components were men's 13.2%, children's
7.9%, home accessories 7.9% and miscellaneous 4.3%.

The Company's gross profit percentage decreased to 32.5% in 1995 from
35.2% in 1994, reflecting higher markdowns and a LIFO provision which
increased cost of merchandise sold by $1,324,000 in 1995 compared with a
significant LIFO credit in 1994 which reduced cost of merchandise sold by
$4,351,000.

Selling, general and administrative expenses, expressed as a
percentage of sales, increased to 32.2% from 31.7% in 1994. The increase is
due primarily to the decrease in comparable store sales and resulting lack of
expense leverage, first year costs associated with a new store opened in
November 1994 and increased advertising costs, partially offset by lower
health care costs in comparable stores.

Interest expense, expressed as a percentage of sales, increased to
2.1% of sales versus 2.0% one year ago, reflecting primarily increased
borrowings under term loan and revolving credit facilities.

1995 net loss totalled $4,206,000, or 73 cents per common share,
compared with 1994 net earnings of $4,088,000, or 71 cents per share. As a
percentage of sales, net loss was 1.0% in 1995 compared with earnings of 1.0%
in 1994.

1995 and 1994 results include after-tax gains on sales of property
totalling $693,000, or 12 cents per share, and $333,000, or 5 cents per share,
respectively.

1994 versus 1993

Sales in 1994 totalled $409,154,000, an increase of 1.3% from 1993.
Excluding sales of furniture departments which were discontinued in six stores
in the Fall of 1993, comparable store sales also increased 1.3% in 1994.

<PAGE>

Women's apparel and accessories represented 66.2% of the Company's
total business in 1994. Other major components were men's 12.8%, children's
8.8%, home accessories 8.0% and miscellaneous 4.2%.

The Company's gross profit percentage increased to 35.2% in 1994 from
33.9% in 1993, reflecting a higher markup percentage and a significant LIFO
credit which reduced cost of merchandise sold by $4,351,000, partially offset
by higher markdowns. In 1993, a LIFO credit (including liquidation of most
furniture LIFO reserves, as discussed below) reduced cost of merchandise sold
by $181,000.

Selling, general and administrative expenses, as a percentage of
sales, were 31.7% compared to 31.1% in 1993. This increase was due primarily
to increased advertising costs, higher usage of third party credit cards and
resulting increased merchant fees and reduced finance charge income, as well
as to modest sales growth and a resulting lack of expense leverage.

Interest expense increased in 1994 from 1993, reflecting primarily an
increase in short-term rates and borrowings and lower interest capitalized on
construction projects.

1994 net earnings totalled $4,088,000, or 71 cents per common share,
compared to 1993 net earnings of $3,014,000, or 52 cents per share. As a
percentage of sales, net earnings were 1.0% in 1994 as compared to 0.7% in
1993.

Net earnings include after-tax gains on sales of property totalling
$333,000, or 5 cents per share, in 1994 and $636,000, or 11 cents per share,
in 1993.

In the Fall of 1993, the Company phased out furniture departments in
six stores to provide increased space for fashion apparel, accessories and
home decorative departments. Furniture comprised less than 2 percent of
Company-wide annual sales. Operating results for 1993 include a $1,400,000
reduction in the LIFO provision to reflect liquidation of most furniture LIFO
reserves, largely offset by a charge to write down furniture inventories to
net realizable value. The impact on net earnings was not material.

INFLATION

The Company cannot determine the precise effects of inflation on its
business. Because of inflation, historically the Company has experienced
increases in the cost of merchandise and in certain operating expenses. The
Company generally has been able to offset the effects of these increased
expenses by adjusting prices, by using the LIFO method for valuing all
merchandise inventories and by controlling expenses. The Company's ability to
adjust prices is limited by competitive pressures in its market areas. The
Department Store Inventory Price Indexes, published by the Bureau of Labor
Statistics, are used to measure inflation's impact on inventories in the LIFO
valuation. The BLS Index increased 0.7% overall in 1995, decreased 0.5% in
1994 and increased 1.3% in 1993.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At January 27, 1996, the Company's current ratio was 2.91 to 1 and
working capital totalled $95,091,000, including $3,068,000 of cash and cash
equivalents. At January 28, 1995, the Company's current ratio was 3.01 to 1
and working capital totalled $99,636,000, including $3,558,000 of cash and
cash equivalents. At January 29, 1994, the current ratio was 3.13 to 1 and
working capital totalled $93,348,000, including $5,899,000 of cash and cash
equivalents.

The Company utilizes cash flows from operations and revolving credit
line borrowings to fund its seasonal working capital needs. To support its
present and planned working capital requirements, including working capital
requirements for the two stores opening in 1996, the Company has a $65,000,000
Revolving Credit and Term Loan facility under a Credit Agreement with two
banks. The Revolving Credit portion of the Credit Agreement provides for
borrowings of up to $45,000,000, subject to a borrowing base limitation, at
either or both of two interest rate alternatives, at the Company's option.
Based on current rates, one of these options is below the prime rate of
interest of the lending banks. Borrowings under the Revolving Credit line
mature on June 30, 1998, with one year renewals subject to approval by both
banks by June 30 of each subsequent year, beginning in 1996. The Revolving
Credit line carries a commitment fee of two-tenths of 1% per annum on the
unused portion of the line and a facility fee of one-tenth of 1% per annum on
the total line. Compensating balances are not required. There was $17,200,000
outstanding under the Revolving Credit line at January 27, 1996.

The Term Loan portion of the Credit Agreement totals $20,000,000 at a
fixed rate of 7.99% and provides for payments of interest only through
December 31, 1997, with quarterly principal payments of $1,000,000 commencing
on March 31, 1998, through the maturity date of December 31, 2002.

Borrowings under the Credit Agreement are guaranteed by the Company's
subsidiaries and secured by receivables under Jacobson's credit plans and will
be secured by first mortgages on selected properties.

A part of the Company's financial strategy is to own, or obtain
long-term leases on its properties. Capital expenditures to modernize and
refixture existing stores and support facilities generally are financed with
internally generated funds. New stores and major expansion projects generally
are financed by first mortgages or comparable financing through the Company's
consolidated, wholly-owned real estate subsidiary, Jacobson Stores Realty
Company, or through long-term leases. Future expansion is expected to be
financed in a similar manner.

CASH FLOWS

Cash and cash equivalents decreased $490,000 in 1995, $2,341,000 in
1994 and $2,402,000 in 1993. Cash flows are impacted by operating, investing
and financing activities. In 1995, operating activities provided $10,377,000
of cash, compared with $5,997,000 in 1994 and $16,303,000 in 1993. The
increase in 1995 versus 1994 reflects primarily a $1,324,000 increase in LIFO
reserves compared with a $4,351,000 reduction in 1994 and planned inventory
reductions, partially offset by an unfavorable earnings variance. The decrease
in 1994 versus 1993 reflects primarily increases in inventory levels,
including start-up working capital requirements for a new store opened in late
1994 and a $4,351,000 reduction of LIFO reserves.

<PAGE>

Investing activities used cash of $7,747,000, $17,563,000 and
$18,263,000 in 1995, 1994 and 1993, respectively. Investing activities
included capital expenditures for the acquisition and fixturing of new stores,
and expansion, modernization and refixturing of existing stores and support
facilities totalling $6,540,000, $14,131,000 and $17,519,000 in 1995, 1994 and
1993, respectively. In addition, the Company incurred capital lease
obligations (not included in cash investing activities above) primarily for
computer hardware and related software totalling $199,000 and $1,085,000 in
1995 and 1993, respectively. There were no new capital lease obligations in
1994.

Financing activities used cash of $3,120,000 in 1995, provided cash of
$9,225,000 in 1994 and used cash of $442,000 in 1993. In 1995, the Company
borrowed $3,700,000 more under its Credit Agreement than it had borrowed under
its former revolving credit and term loan facilities in 1994 and used
$3,930,000 of cash to service current maturities of long-term debt. In 1994,
the Company borrowed $10,000,000 at a below-prime variable rate under its term
loan facility, obtained $2,727,000 first mortgage financing and used
$4,112,000 of cash to service current maturities of long-term debt. In
addition, the Company had borrowings of $3,500,000 under its revolving credit
line at January 28, 1995. In 1993, the Company obtained $8,000,000 first
mortgage financing, and used $5,552,000 of cash to service current maturities
of long-term debt and to retire the mortgage debt on its former downtown store
facility in Ann Arbor. The Company paid common stock dividends of $2,890,000
in each of 1995, 1994 and 1993.

The Company believes its cash flows from operations, along with its
borrowing capacity and access to financial markets are adequate to fund its
operations, debt maturities and commitments for stores planned to open in
1996.

CORPORATE DEVELOPMENT

<PAGE>

The Company opened a 120,000 square foot leased store in the Town
Center Plaza, a shopping center in Leawood, Kansas, a suburb of Kansas City,
in March 1996.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following financial statements and supplementary financial
information are filed as part of this report on pages F-1 through F-17:

Consolidated Statements of Earnings, Three Fiscal Years Ended January
27, 1996.

Consolidated Statements of Cash Flows, Three Fiscal Years Ended
January 27, 1996.

Consolidated Balance Sheets, January 27, 1996, January 28, 1995, and
January 29, 1994.

Consolidated Statements of Shareholders' Equity, Three Fiscal years
Ended January 27, 1996.

Notes to Consolidated Financial Statements.

Summary of Significant Accounting Policies.

Report of Independent Public Accountants.

Quarterly Information (Unaudited).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information called for by Part III is incorporated by reference
from those portions of the registrant's definitive proxy statement for its
1996 Annual Meeting of Shareholders to be held May 23, 1996, filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Form 10-K, appearing under
the following captions:

"Voting Securities and Principal Holders Thereof" (pages 1-3,
inclusive, of the proxy statement).

"Election of Directors" (pages 3-7, inclusive, thereof).

"Executive Compensation" (pages 8-12, inclusive, thereof); but
excluding from this incorporation by reference everything
appearing under the captions "Compensation Committee Report on
Executive Compensation" and "Performance Graph" (pages 13-15,
inclusive, thereof).

Information with respect to executive officers of the Company is set
forth on pages 10-11 of this report.

For the purpose of stating the aggregate market value of voting stock
held by non-affiliates on the cover of this report, the registrant considers
that the directors of the registrant, the executive officers listed on page 10
of this report, the Marjorie L. Rosenfeld Trust, David A. Rosenfeld, the
Jacobson's Retirement Savings & Profit Sharing Plan, the Jacobson Pension
Plan, and The Jacobson Stores Foundation are affiliates, and that all other
shareholders are non-affiliates. This statement is without prejudice to the
classification of any shareholder at other times or for other purposes.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.

(a) The following financial statements, financial statement schedules,
and exhibits are filed as part of this report:

Page
(1) FINANCIAL STATEMENTS:

Consolidated Statements of Earnings, Three Fiscal Years
Ended January 27, 1996. F-1

Consolidated Statements of Cash Flows, Three Fiscal Years
Ended January 27, 1996. F-2

Consolidated Balance Sheets, January 27, 1996,
January 28, 1995, and January 29, 1994. F-3

Consolidated Statements of Shareholders' Equity, Three
Fiscal Years Ended January 27, 1996. F-4

Notes to Consolidated Financial Statements. F-5/
F-13

Summary of Significant Accounting Policies. F-14

Report of Independent Public Accountants. F-15

Quarterly Information (Unaudited). F-16/
F-17

(2) All schedules have been omitted since the information required to
be submitted has been included in the consolidated financial
statements or notes thereto or has been omitted as not applicable or
not required.

<PAGE>

(3) EXHIBITS:

Each management contract or compensatory plan required to be
filed as an exhibit pursuant to Item 14(c) of this report is indicated
by an asterisk (*).

3(ii) By-Laws, Jacobson Stores Inc., as amended March 21, 1996

10(a)* Employment Agreement dated as of February 1, 1996,
between Jacobson Stores Inc. and Mark K. Rosenfeld

10(b)* Employment Agreement dated as of February 1, 1996,
between Jacobson Stores Inc. and Paul W. Gilbert

10(c)* Employment Agreement dated as of February 1, 1996,
between Jacobson Stores Inc. and James B. Fowler

10(d)* Employment Agreement dated as of March 27, 1996, between
Jacobson Stores Inc. and Robert L. Moles

10(e)* Change in Control Severance Agreement, dated December 18,
1995, between Jacobson Stores Inc. and Mark K. Rosenfeld

10(f)* Change in Control Severance Agreement, dated December 18,
1995, between Jacobson Stores Inc. and Paul W. Gilbert

10(g)* Change in Control Severance Agreement, dated December 18,
1995, between Jacobson Stores Inc. and James B. Fowler

10(h)* Jacobson Stores Inc. Deferred Compensation Plan, as
amended and restated January 24, 1996

10(i)* 1996 Management Incentive Plan

10(j)* Split Dollar Agreement, dated December 20, 1988, between
Jacobson Stores Inc. and Mark K. Rosenfeld

10(k)* Split Dollar Agreement, dated January 31, 1992, between
Jacobson Stores Inc. and Paul W. Gilbert

10(l)* Split Dollar Agreement, dated January 31, 1992, between
Jacobson Stores Inc. and James B. Fowler

10(m)* First Amendment to Jacobson Stock Option Plan of 1994

11 Computation of Earnings per Share

21 Schedule of Subsidiaries

23 Consent of Arthur Andersen LLP

27 Financial Data Schedule

<PAGE>

In addition, the previously-filed exhibits listed below are
incorporated herein by reference. (All references are to Securities and
Exchange Commission File #0-6319 unless otherwise noted.)

<TABLE>
<CAPTION>
Current Identification of
Exhibit Description of Exhibit Prior Filing
- ------- ---------------------- -----------------
<S> <C> <C>
3(i)(a) Restated Articles of Incorporation, Exhibit 19(a) to Form 10-Q,
Jacobson Stores Inc., as amended and Quarter Ended April 29,
restated May 25, 1989 1989

3(i)(b) Certificate of Designation, Preferences Exhibit 3(a) to Form 10-Q,
and Rights of Preferred Stock of Quarter Ended October 29,
Jacobson Stores Inc. 1988

4(a) Election under Section 780, Exhibit 28 to Form 10-Q,
Michigan Business Corporation Act Quarter Ended October 27,
1984

4(b) Indenture dated as of December 15, File #33-10532:
1986 between Jacobson Stores Inc. Exhibit 4(a) to Form S-2
and National Bank of Detroit, as (Amendment No. 1), filed
Trustee December 12, 1986

4(c) Rights Agreement dated as of October 4, Exhibit I to Form 8-A and
1988 between Jacobson Stores Inc. and Exhibit 4 to Form 8-K,
Manufacturers National Bank of Detroit, October 7, 1988; Exhibit 1
as Rights Agent; Change of Rights to Amendment No. 1 to
Agent, Effective June 1, 1989; Change Form 8-A, May 16, 1989;
of Rights Agent, Effective May 31, 1994 Exhibit 1 to Amendment No.
2 to Form 8-A, June 9, 1994

4(d) Credit Agreement dated as of Exhibit 4(d) to Form 8-K
December 21, 1995, between dated January 11, 1996
Jacobson Stores Inc. and Comerica
Bank, as Agent

9 Voting and Transfer Restriction Exhibit 9 to Form 10-K,
Agreement, effective December 31, Year Ended January 26,
1990 1991

10(n)* Jacobson Stock Option Plan of 1983, Exhibit 19 to Form 10-Q,
as amended and restated, effective Quarter Ended October 26,
May 28, 1987, and as further amended 1991
May 24, 1990 and August 22, 1991

10(o)* Jacobson Stock Option Plan of 1994 Exhibit A to Proxy Statement
in connection with the Annual
Meeting of Shareholders held
on May 26, 1994

10(p)* Executive Employment Agreement Exhibit 10(b) to Form 10-K,
dated March 22, 1995 between Jacobson Year Ended January 28, 1995
Stores Inc. and George P. Kelly
</TABLE>

<PAGE>

With the exception of Exhibits 4(b) and 4(d), instruments defining the
rights of holders of long-term debt of the registrant and its subsidiaries
have been omitted. The amount of debt authorized under each such omitted
instrument is less than 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees to furnish a copy
of any such instrument to the Securities and Exchange Commission upon request.

In addition to Exhibits 10(a) to 10(d), inclusive, and 10(p), the
registrant has employment agreements with three other executive officers,
which are not considered material in amount or significance.

(b) The registrant filed a report on Form 8-K, dated as of January 11,
1996, during the last quarter of the period covered by this report. The report
announced under Item 5 that the Company had executed a Credit Agreement, dated
as of December 21, 1995, with two banks for a $65,000,000 line of credit
which, effective on that date, replaced the $35,000,000 unsecured line of
credit previously available under a Revolving Credit Agreement with Jacobson
Credit Corp. and $30,000,000 outstanding under a Term Loan Agreement with the
Company, both with the same two banks.

(d) See Item 14(a)(2).

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

DATE: April 9, 1996 JACOBSON STORES INC.

By: /s/ Mark K. Rosenfeld
------------------------------------
Mark K. Rosenfeld, Chairman of the
Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

JACOBSON STORES INC. Date
----

By: /s/ Mark K. Rosenfeld April 9, 1996
------------------------------------
Mark K. Rosenfeld, Chairman of
the Board and Chief Executive
Officer, and Director

By: /s/ Paul W. Gilbert April 9, 1996
------------------------------------
Paul W. Gilbert, Vice Chairman
of the Board, and Director
(Principal Financial Officer)

By: /s/ James B. Fowler April 9, 1996
------------------------------------
James B. Fowler, President and
Director

By: /s/ Timothy J. Spalding April 9, 1996
------------------------------------
Timothy J. Spalding, Vice President
and Controller (Chief Accounting
Officer)

<PAGE>

JACOBSON STORES INC. Date
----

By: /s/ Herbert S. Amster April 9, 1996
------------------------------------
Herbert S. Amster, Director

By: /s/ Herman S. Kohlmeyer April 9, 1996
------------------------------------
Herman S. Kohlmeyer, Jr.,
Director

By: /s/ Kathleen McCree Lewis April 9, 1996
------------------------------------
Kathleen McCree Lewis, Director

By: /s/ Patricia Shontz Longe April 9, 1996
------------------------------------
Patricia Shontz Longe, Director

By: /s/ Michael T. Monahan April 9, 1996
------------------------------------
Michael T. Monahan, Director

By: April 9, 1996
------------------------------------
Philip H. Power, Director

By: /s/ Richard Z. Rosenfeld April 9, 1996
------------------------------------
Richard Z. Rosenfeld, Director

By: /s/ Robert L. Rosenfeld April 9, 1996
------------------------------------
Robert L. Rosenfeld, Director

By: /s/ James L. Wolohan April 9, 1996
------------------------------------
James L. Wolohan, Director

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

Year Ended
--------------------------------------
January 27, January 28, January 29,
(in thousands except per share data) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
NET SALES............................................ $414,267 $409,154 $403,816
-------- -------- --------

COSTS AND EXPENSES:
Cost of merchandise sold, buying and
occupancy expenses............................. 279,493 265,204 266,882
Selling, general and administrative expenses...... 133,572 130,039 125,759
Interest expense, net............................. 8,808 8,027 7,544
Gain on sale of property.......................... (1,065) (504) (979)
-------- -------- --------

Total costs and expenses................... 420,808 402,766 399,206
-------- -------- --------

EARNINGS (LOSS) BEFORE INCOME TAXES.................. (6,541) 6,388 4,610

PROVISION (CREDIT) FOR INCOME TAXES.................. (2,335) 2,300 1,596
-------- -------- --------

NET EARNINGS (LOSS).................................. $ (4,206) $ 4,088 $ 3,014
======== ======== ========

EARNINGS (LOSS) PER COMMON SHARE:
Primary and Fully Diluted......................... $(0.73) $0.71 $0.52
====== ===== =====
</TABLE>
- ------------------------------------------------------------------------------

The accompanying notes (pages F-5 through F-13) and summary of significant
accounting policies (page F-14) are an integral part of these statements.

F-1

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended
--------------------------------------
January 27, January 28, January 29,
(in thousands) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)............................... $(4,206) $4,088 $ 3,014
Gain on sale of property, net of income tax....... (693) (333) (636)
Adjustments to reconcile net earnings (loss)
to cash provided by operating
activities:
Depreciation and amortization................... 10,266 10,120 9,404
Deferred taxes.................................. 537 1,462 164
Other liabilities............................... 911 (38) (14)
Change in:
Receivables from customers, net.............. 850 1,684 3,791
Merchandise inventories...................... 6,599 (15,080) 4,854
Prepaid expenses and other assets............ (289) (1,719) 1,052
Accounts payable and accrued expenses........ (569) 6,737 (6,021)
Current income taxes......................... (3,029) (924) 695
------- ------ -------
Net cash provided by operating
activities........................ 10,377 5,997 16,303
------- ------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, net of income tax. 827 612 2,096
Additions to property and equipment............... (6,540) (14,131) (17,519)
Other non-current assets.......................... (2,034) (4,044) (2,840)
------- ------ -------
Net cash used in investing activities (7,747) (17,563) (18,263)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt....................... 3,700 16,227 8,000
Reduction of long-term debt....................... (3,930) (4,112) (5,552)
Cash dividends paid............................... (2,890) (2,890) (2,890)
------- ------ -------
Net cash provided by (used in)
financing activities.............. (3,120) 9,225 (442)
------- ------ -------
DECREASE IN CASH AND CASH EQUIVALENTS................ (490) (2,341) (2,402)
Cash and cash equivalents, beginning of year...... 3,558 5,899 8,301
------- ------ -------
CASH AND CASH EQUIVALENTS, END OF YEAR............... $ 3,068 $3,558 $ 5,899
======= ====== =======
</TABLE>
- ----------------------------------------------------------------------------

SUPPLEMENTARY CASH FLOW INFORMATION
The Company considers all short-term investments with a maturity at date of
purchase of three months or less to be cash equivalents.

Investing and financing activities not reported in the Consolidated Statements
of Cash Flows, because they do not involve cash, include equipment acquired
through capital lease obligations of $199,000 in 1995 and $1,085,000 in 1993.
There were no new capital lease obligations in 1994.

Interest paid (net of interest capitalized) was $8,570,000 in 1995, $7,580,000
in 1994 and $7,165,000 in 1993. Income tax payments were $64,000 in 1995,
$1,977,000 in 1994 and $753,000 in 1993.

The accompanying notes (pages F-5 through F-13) and summary of significant
accounting policies (page F-14) are an integral part of these statements.

F-2

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

January 27, January 28, January 29,
(in thousands) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................... $ 3,068 $ 3,558 $ 5,899
Receivables from customers, net................... 43,134 43,984 45,668
Merchandise inventories........................... 89,249 95,848 80,768
Prepaid expenses and other assets................. 3,928 3,639 1,920
Refundable income taxes........................... 3,029 -- --
Deferred taxes.................................... 2,363 2,190 2,969
-------- -------- --------
Total current assets...................... 144,771 149,219 137,224
-------- -------- --------
PROPERTY AND EQUIPMENT, NET.......................... 96,597 100,258 96,526
-------- -------- --------
OTHER ASSETS......................................... 21,146 19,112 15,068
-------- -------- --------
$262,514 $268,589 $248,818
======== ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt................. $ 4,531 $ 3,865 $ 3,971
Accounts payable.................................. 30,537 30,606 25,247
Accrued expenses.................................. 14,612 15,112 13,734
Accrued income taxes.............................. -- -- 924
-------- -------- --------

Total current liabilities................. 49,680 49,583 43,876
-------- -------- --------

LONG-TERM DEBT....................................... 119,727 120,424 108,203
-------- -------- --------
DEFERRED TAXES....................................... 9,115 8,405 7,722
-------- -------- --------
OTHER LIABILITIES.................................... 2,376 1,465 1,503
-------- -------- --------
SHAREHOLDERS' EQUITY:
Common stock...................................... 5,966 5,966 5,966
Paid-in surplus................................... 7,109 7,109 7,109
Retained earnings................................. 68,940 76,036 74,838
Treasury stock.................................... (399) (399) (399)
-------- -------- --------

81,616 88,712 87,514
-------- -------- --------

$262,514 $268,589 $248,818
======== ======== ========
</TABLE>
- -----------------------------------------------------------------------------

The accompanying notes (pages F-5 through F-13) and summary of significant
accounting policies (page F-14) are an integral part of these statements.

F-3

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common Paid-in Retained Treasury
(in thousands except number of shares) Stock Surplus Earnings Stock
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE, January 30, 1993........................... $5,966 $7,109 $74,714 $ (399)

FIFTY-TWO WEEKS ENDED January 29, 1994:
Net earnings..................................... 3,014
Dividends paid, 50 cents per share............... (2,890)
----- ------ ------- ------

BALANCE, January 29, 1994........................... 5,966 7,109 74,838 (399)

FIFTY-TWO WEEKS ENDED January 28, 1995:
Net earnings..................................... 4,088
Dividends paid, 50 cents per share............... (2,890)
----- ------ ------- ------

BALANCE, January 28, 1995........................... 5,966 7,109 76,036 (399)

FIFTY-TWO WEEKS ENDED January 27, 1996:
Net loss......................................... (4,206)
Dividends paid, 50 cents per share............... (2,890)
----- ------ ------- ------

BALANCE, January 27, 1996........................... $5,966 $7,109 $68,940 $ (399)
====== ====== ======= ======
</TABLE>
- -----------------------------------------------------------------------------

PREFERRED STOCK
Authorized 1,000,000 shares, $1 par value; no shares outstanding at January
29, 1994, January 28, 1995 and January 27, 1996.

COMMON STOCK
Authorized 15,000,000 shares, $1 par value; 5,966,2212/3 shares issued at
January 29, 1994, January 28, 1995 and January 27, 1996. Shares issued include
187,200 shares in treasury at January 29, 1994, January 28, 1995 and January
27, 1996.

The accompanying notes (pages F-5 through F-13) and summary of significant
accounting policies (page F-14) are an integral part of these statements.

F-4

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TAXES

The provisions for income taxes consisted of:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Currently payable...................... $(2,872) $ 838 $1,432
Deferred............................... 537 1,462 164
------- ------ ------
$(2,335) $2,300 $1,596
======= ====== ======
</TABLE>
- ---------------------------------------------------------------------------

Income taxes as a percent of earnings before income taxes differed from the
statutory Federal income tax rate as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(percent of earnings before income taxes) 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate........... (34.0)% 34.0% 34.0%
State income tax............................ -- 0.2 0.1
Tax reserves released....................... (2.6) -- --
Other....................................... 0.9 1.8 0.5
----- ---- ----
(35.7)% 36.0% 34.6%
===== ==== ====
</TABLE>
- -----------------------------------------------------------------------------

Deferred income taxes represent temporary differences in the recognition of
certain items for income tax and financial reporting purposes and are
classified as current or non-current in the Consolidated Balance Sheets based
on the classification of the assets and liabilities which gave rise to the
temporary differences. The components of the net deferred income tax liability
at January 27, 1996, January 28, 1995 and January 29, 1994 were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred Tax Liabilities:
Accelerated depreciation.................................... $ 4,279 $ 4,429 $ 4,475
Additional pension cost deductible for tax purposes......... 5,759 4,664 3,930
Other....................................................... 822 88 455
------- ------- -------
10,860 9,181 8,860
------- ------- -------
Deferred Tax Assets:
Accrued vacation pay........................................ 1,246 1,181 1,144
Additional inventory capitalized for tax purposes........... 1,079 1,086 1,044
Alternative minimum tax credit carry forward................ - - 277
Other....................................................... 1,783 699 1,642
------- ------- -------
4,108 2,966 4,107
------- ------- -------
$ 6,752 $ 6,215 $ 4,753
======= ======= =======
</TABLE>
- -----------------------------------------------------------------------------

<PAGE>
Taxes, other than income taxes, were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Payroll taxes.................................................. $ 8,012 $ 7,965 $ 7,167
Real estate and personal property taxes........................ 4,021 4,316 4,134
Other taxes.................................................... 1,305 1,245 1,116
------- ------- -------
$13,338 $13,526 $12,417
======= ======= =======
</TABLE>
- -----------------------------------------------------------------------------

F-5

<PAGE>

ADVERTISING EXPENSE

The Company expenses advertising costs the first time the advertising takes
place. Advertising expense totalled $13,625,000 in 1995, $11,932,000 in 1994
and $11,331,000 in 1993.

INTEREST EXPENSE

Components of net interest expense are summarized below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Revolving Credit line.......................................... $ 617 $ 365 $ 167
Real estate obligations........................................ 3,539 3,490 3,380
Long-term debt................................................. 4,558 4,054 3,908
Capital lease obligations...................................... 206 369 487
------ ------- -------
8,920 8,278 7,942
Less interest earned on short-term investments................. 36 95 66
Less interest capitalized on properties under development...... 76 156 332
------ ------- -------
$8,808 $ 8,027 $ 7,544
====== ======= =======
</TABLE>
- ------------------------------------------------------------------------------

CUSTOMER CREDIT AND RECEIVABLES

Credit sales under Jacobson credit plans were 43.6% of total sales in 1995,
44.8% in 1994 and 48.4% in 1993. Credit plans consist of option and extended
payment accounts.

Revenues and direct costs associated with the Company's credit program are
summarized below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Finance charge revenues........................................ $5,118 $ 5,376 $ 5,660
------ ------- -------
Cost of credit operation:
Credit and collection administration........................ 1,557 1,394 1,389
Allocated interest expense.................................. 2,935 2,680 1,813
Provision for doubtful accounts, net of recoveries.......... 843 544 720
Provision (credit) for income taxes......................... (74) 258 591
------ ------- -------
5,261 4,876 4,513
------ ------- -------
Net income from (cost of) credit program....................... $ (143) $ 500 $ 1,147
====== ======= =======
As a percent of credit sales................................ (0.1)% 0.3% 0.6%
==== ==== ====
</TABLE>
- ------------------------------------------------------------------------------

The finance charge rate assessed under the Company's credit plans has remained
unchanged for 1995, 1994 and 1993. Allocated interest expense is computed at
the average rate of interest incurred on the Revolving Credit line applied to
the average total receivables from customers. The average rate was 7.0% in
1995, 6.0% in 1994 and 3.8% in 1993.

<PAGE>
Receivables from customers at year-end were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Receivables from customers................ $ 43,907 $ 44,777 $ 46,498
Less reserve for doubtful accounts........ 773 793 830
-------- -------- --------
$ 43,134 $ 43,984 $ 45,668
======== ======== ========
</TABLE>
- ------------------------------------------------------------------------------

Accounts written off, net of recoveries, were $863,000 in 1995, $581,000 in
1994 and $791,000 in 1993 (0.48%, 0.32% and 0.40%, respectively, of credit
sales).

F-6

<PAGE>

MERCHANDISE INVENTORIES

All merchandise inventories are valued at cost, which is lower than market, as
determined by the retail last-in, first-out (LIFO) method. At year-end,
merchandise inventories were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Inventories at first-in, first-out (FIFO) cost.... $106,061 $111,336 $100,607
Less LIFO reserves................................ 16,812 15,488 19,839
-------- -------- --------
$ 89,249 $ 95,848 $ 80,768
======== ======== ========
</TABLE>
- ------------------------------------------------------------------------------

PROPERTY AND EQUIPMENT

Property and equipment at year-end are set forth below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Land and improvements.......................................... $ 9,418 $ 9,472 $ 9,329
Buildings and improvements..................................... 92,082 92,663 89,608
Furniture, fixtures and equipment.............................. 47,864 44,299 38,870
Leasehold improvements......................................... 10,601 10,824 9,211
Construction in progress....................................... 2,751 2,116 1,089
Capital leases................................................. 9,809 9,610 10,403
-------- -------- --------
172,525 168,984 158,510
Less accumulated depreciation and amortization................. 75,928 68,726 61,984
-------- -------- --------
$ 96,597 $100,258 $ 96,526
======== ======== ========
</TABLE>
- -----------------------------------------------------------------------------

Depreciation and amortization amounted to $10,266,000 in 1995, $10,120,000 in
1994 and $9,404,000 in 1993.

CAPITAL AND MAINTENANCE EXPENDITURES

Capital expenditures, including amounts under capital leases, for the past
three years are summarized below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Stores and Store Support Facilities
(in thousands) Modernization and Equipment Total
- --------------------------------------------------------------------------
<C> <C> <C> <C>
1995....................... $4,449 $ 2,290 $ 6,739
1994....................... 12,359 1,772 14,131
1993....................... 15,503 3,101 18,604
</TABLE>
- --------------------------------------------------------------------------

Stores and store modernization expenditures include those made for the
acquisition of land, buildings and improvements, and related fixtures and
equipment for new stores and expansion and re-fixturing of existing stores.
Support facilities and equipment expenditures relate to corporate office and
distribution centers and other non-store expenditures.

Repairs and maintenance expense totalled $1,943,000 in 1995, $1,846,000 in
1994 and $1,737,000 in 1993.

F-7

<PAGE>

LONG-TERM LEASES

At January 27, 1996, the Company was obligated under non-cancellable long-term
leases for certain stores or portions of stores, and for certain fixtures and
equipment. Many of the leases contain renewal options. Most require payment of
taxes, insurance, and other costs applicable to the property, and some require
additional rentals based on percentages of sales.

Future minimum rental commitments as of January 27, 1996, for all
non-cancellable leases which had a remaining term of more than one year were
as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Operating Capital
(in thousands) Leases Leases
- -----------------------------------------------------------------------------------------------------
<C> <C> <C>
1996..................................................................... $ 4,746 $ 940
1997..................................................................... 6,106 607
1998..................................................................... 6,717 272
1999..................................................................... 7,895 182
2000..................................................................... 7,674 47
Thereafter............................................................... 126,053 133
-------- ------
Total minimum lease payments............................................. $159,191 2,181
========
Less imputed interest.................................................... 313
------
Capital lease obligations, including current maturities of $824.......... $1,868
======
</TABLE>
- ------------------------------------------------------------------------------

Capital leases provide the Company with the economic benefits and risks of
ownership. These leases are capitalized and treated as installment purchases
of depreciable property. Capital leases are included in the balance sheets as
property and equipment while the related lease obligations are included in
long-term debt. Interest based on these obligations and amortization based on
the lease terms are charged to current operations in lieu of rental expense.

All other leases are considered operating leases. Operating leases are
accounted for by recording rental expense over the terms of the leases.
Additional rentals based on percentages of sales are recorded as rental
expense for both capital and operating leases.

Rental expense (net of rental income) was as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Buildings and improvements:
Operating leases:
Minimum rent....................... $ 4,968 $ 3,831 $ 3,914
Percentage rent.................... 1,032 993 1,013
Capital leases:
Percentage rent.................... 288 290 356
------- ------- -------

$ 6,288 $ 5,114 $ 5,283
======= ======= =======
Fixtures and equipment:
Operating leases..................... $ 456 $ 888 $ 947
======= ======= =======
</TABLE>
- ---------------------------------------------------------------------------

F-8

<PAGE>

FINANCING

In December 1995, the Company obtained a $65,000,000 Revolving Credit and Term
Loan facility under a Credit Agreement with two banks which replaced revolving
credit and term loan facilities with the same two banks. The Revolving Credit
portion of the Agreement provides for borrowings of up to $45,000,000, subject
to a borrowing base limitation, at either or both of two interest rate
alternatives, at the Company's option. Based on current rates, one of these
options is below the prime rate of interest of the lending banks. Borrowings
under the Revolving Credit line mature on June 30, 1998, with one year
renewals subject to approval by both banks by June 30 of each subsequent year,
beginning in 1996. The Revolving Credit line carries a commitment fee of
two-tenths of 1% per annum on the unused portion of the line and a facility
fee of one-tenth of 1% per annum on the total line. Compensating balances are
not required. There was $17,200,000 outstanding under the Revolving Credit
line at January 27, 1996.

The Term Loan portion of the Credit Agreement totals $20,000,000 at a fixed
rate of 7.99% and provides for payments of interest only through December 31,
1997, with quarterly principal payments of $1,000,000 commencing on March 31,
1998, through the maturity date of December 31, 2002.

Borrowings under the Agreement are guaranteed by the Company's subsidiaries
and secured by receivables under Jacobson credit plans and will be secured by
first mortgages on selected properties.

Revolving Credit line borrowings and interest rates for the past three years
were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
(in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum amount outstanding.................. $ 30,300 $ 25,500 $ 16,500
Daily weighted average amount outstanding... 8,776 6,051 4,393
Daily weighted average interest rate........ 7.0% 6.0% 3.8%
</TABLE>
- ------------------------------------------------------------------------------

At year-end, long-term debt, less current maturities, consisted of the
following:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6 3/4% Convertible Subordinated Debentures due 2011............... $ 32,775 $ 34,500 $ 34,500
Mortgage notes and collateral trust bonds due through 2013,
at rates from 6.44% to 8.45%................................. 39,328 41,124 40,482
Term loan due 2002, at a fixed rate of 7.99%................... 20,000 30,000 20,000
Industrial development revenue bond obligations,
due through 2015, at variable rates below prime.............. 9,380 9,628 9,865
Notes under Revolving Credit line due 1998, at a blended
rate below prime............................................. 17,200 3,500 --
-------- -------- --------
118,683 118,752 104,847
Capital lease obligations...................................... 1,044 1,672 3,356
-------- -------- --------
$119,727 $120,424 $108,203
======== ======== ========
</TABLE>
- -----------------------------------------------------------------------------

The 6 3/4% Convertible Subordinated Debentures are convertible to shares of
the Company's common stock at any time prior to maturity, unless previously
redeemed, at $32.67 per share, subject to adjustment in certain events. The
debentures are redeemable, in whole or in part, at the option of the Company
at declining premiums to December 15, 1996, and thereafter at par. Mandatory
annual sinking fund payments of $1,725,000 are required beginning December 15,
1996. At January 27, 1996, 1,056,000 shares of authorized common stock were
reserved for conversion.

F-9
<PAGE>

Loan agreements include, among other things, covenants requiring minimum
working capital, minimum net worth, a minimum cash flow ratio, a maximum
funded debt to net worth ratio and restricting capital stock redemptions and
dividend payments. Under the most restrictive net worth covenant, at January
27, 1996, $5,616,000 was available for capital stock redemptions and dividend
payments.

Aggregate maturities of long-term debt for the next five years are as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
Capital
Long-Term Lease
(in thousands) Debt Obligations(1) Total
- -------------------------------------------------------------------------
<C> <C> <C> <C>
1996................................... $ 3,707 $ 824 $ 4,531
1997................................... 3,840 547 4,387
1998................................... 25,184 243 25,427
1999................................... 8,220 169 8,389
2000................................... 6,007 42 6,049

<FN>
(1)Excluding imputed interest.
</TABLE>
- -------------------------------------------------------------------------

Based on the quoted market price of the 6 3/4% Convertible Subordinated
Debentures due 2011 and on the current rates offered to the Company for other
long-term debt of similar remaining maturities, the estimated fair value of
total long-term debt, excluding capital lease obligations, was less than the
carrying value by approximately $9,971,000 at January 27, 1996, $14,400,000 at
January 28, 1995 and $5,700,000 at January 29, 1994.

ACCRUED EXPENSES

Accrued expenses at year-end were as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Wages and vacation pay................. $ 7,293 $ 6,720 $ 6,272
Pension................................ 1,424 1,293 1,100
Taxes other than income taxes.......... 1,781 2,247 2,310
Interest............................... 982 927 801
Other.................................. 3,132 3,925 3,251
------- ------- -------

$14,612 $15,112 $13,734
======= ======= =======
</TABLE>
- -------------------------------------------------------------------------

GAIN ON SALE OF PROPERTY

In 1995, the Company sold its former Children's Store in Birmingham, Michigan,
at an after-tax gain of $693,000. In 1994, the Company sold its Store for the
Home in East Lansing, Michigan, at an after-tax gain of $333,000 in connection
with its phase out of furniture operations in six stores the previous year. In
1993, the Company relocated its Ann Arbor, Michigan, store operations to the
Briarwood Mall and sold its interest in its downtown store facility at an
after-tax gain of $636,000.

F-10

<PAGE>
STOCK OPTIONS

At January 27, 1996, 91,350 shares of Jacobson Stores Inc. common stock were
reserved for issuance under a stock option plan adopted in 1983. No more
options may be granted under this plan. At January 27, 1996, 240,000 shares of
Jacobson Stores Inc. common stock were reserved for issuance under a plan
adopted in 1994 and options for an additional 160,000 shares were available
for grant to directors and employees.

Option activity for the past three years was as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Number Option Price
of Shares Per Share
- ---------------------------------------------------------------------------------
<S> <C> <C>
Options outstanding at January 30, 1993........... 196,325 $13.75 - 21.75

Activity during 1993:
Granted........................................ 7,000 12.25 - 14.00
Expired........................................ 50,165 13.75 - 21.75
-------- --------------
Options outstanding at January 29, 1994........... 153,160 12.25 - 21.75

Activity during 1994:
Granted........................................ 37,250 14.38
Expired........................................ 49,810 12.88 - 19.80
-------- --------------
Options outstanding at January 28, 1995........... 140,600 12.25 - 21.75

Activity during 1995:
Granted........................................ 204,500 9.00 - 10.25
Expired........................................ 13,750 10.25 - 21.75
-------- --------------
Options outstanding at January 27, 1996........... 331,350 $ 9.00 - 16.50
======== ==============
</TABLE>
- ------------------------------------------------------------------------------

PREFERRED STOCK PURCHASE RIGHTS

The Company has a Preferred Stock Purchase Rights Plan, under which a Right is
attached to each share of the Company's Common Stock. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Preferred Stock at an exercise price of $100, subject to adjustment.
The Company has reserved 100,000 shares of Series A Preferred Stock for
issuance on exercise of the Rights. The Rights trade with the Company's Common
Stock and will become exercisable 10 days after any person or group acquires
25% or more of the Company's Common Stock, or commences or announces an offer
for 30% or more of the Company's Common Stock. After the Rights become
exercisable, if the Company is acquired in a merger or other business
combination or if 50% or more of its assets or earning power are sold, each
Right will entitle the holder to purchase, at the then current exercise price
of the Right, shares of common stock of the acquiring company having a market
value of twice the exercise price of the Right. Alternatively, if a 25%
shareholder acquires the Company by means of a reverse merger in which the
Company and its stock survive, or if such shareholder engages in self-dealing
transactions with the Company or acquires beneficial ownership of 40% or more
of the Company's Common Stock other than by means of a fair offer to buy all
shares, each Right (except those of the acquiring person or group) will
entitle its holder to purchase, on exercise, shares of the Company's Common
Stock having a market value of twice the current exercise price of each Right.
The Rights may be redeemed by the Company for one cent per Right until 30 days
after a person or group acquires 25% or more of the Company's Common Stock,
and will expire on October 25, 1998.

RETIREMENT PLANS

The Company has a trusteed non-contributory defined benefit pension plan
covering substantially all of its employees. Benefits under the plan are based
on a career average pay formula. Service cost and the projected benefit
obligation under the projected unit credit actuarial method reflect the impact
of estimated increases in compensation on future pension benefits.
Unrecognized pension costs and credits, including actuarial gains and losses,
are amortized over the average remaining service period of those employees
expected to receive pension benefits. Pension expense was $1,023,000 in 1995,
$1,354,000 in 1994 and $1,160,000 in 1993. The Company's funding policy
satisfies the minimum funding requirements of the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code of 1986. Pension plan
assets are managed by independent investment managers.

F-11
<PAGE>

Net periodic pension expense, the funded status of the plan, and the related
actuarial assumptions for the past three years are as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Components of Net Pension Expense (in thousands) 1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost for benefits earned during the year... $ 1,741 $ 2,060 $ 1,799
Interest cost on projected benefit obligation...... 3,318 2,803 2,602
Actual return on assets............................ (11,176) 2,329 (1,365)
Net amortization and deferral...................... 7,140 (5,838) (1,876)
-------- -------- --------
Net pension expense................................ $ 1,023 $ 1,354 $ 1,160
======== ======== ========
</TABLE>
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
December 31,
-------------------------------
Funded Status (in thousands) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Actuarial present value of accumulated plan benefits:
Vested...................................................... $ 41,948 $ 34,242 $ 33,697
Non-vested.................................................. 2,100 1,234 1,626
-------- -------- --------
Accumulated benefit obligation................................. $ 44,048 $ 35,476 $ 35,323
======== ======== ========

Projected benefit obligation................................... $ 51,196 $ 40,021 $ 40,957
Fair market value of assets.................................... 50,879 38,551 39,872
-------- -------- --------
Plan assets less than projected benefit obligation............. (317) (1,470) (1,085)
Unrecognized net assets at transition.......................... (478) (803) (1,129)
Unrecognized net loss.......................................... 14,367 13,247 11,330
-------- -------- --------
Net prepaid pension cost....................................... 13,572 10,974 9,116
Accrued pension expense........................................ 1,424 1,293 1,100
-------- -------- --------
Prepaid pension cost(1)........................................ $ 14,996 $ 12,267 $ 10,216
======== ======== ========
<FN>
(1) Included in Other Assets on the Consolidated Balance Sheets.
</TABLE>
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Actuarial Assumptions 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate:
Beginning of year.................... 8 1/2% 7% 7 1/2%
End of year.......................... 7 1/4 8 1/2 7
Expected return on plan assets.......... 9 9 9
Rate of increase in compensation........ 5 5 5
</TABLE>
- -----------------------------------------------------------------------------

The Company contributed and charged to expense $302,000 in 1995, $293,000 in
1994 and $339,000 in 1993 for multi-employer pension plans. These
contributions were determined in accordance with the provisions of negotiated
labor contracts and generally are based on the number of hours worked. Under
the provisions of the Multi-Employer Pension Plan Amendments Act of 1980, if
the Company should substantially or totally withdraw from a multi-employer
pension fund, it would be required to continue contributions to such plan to
the extent of its portion of the plan's unfunded vested liability. Management
has no plans to terminate operations that would subject the Company to such
liability.

F-12

<PAGE>

CONDENSED BALANCE SHEETS

Condensed balance sheets of Jacobson Stores Realty Company, Jacobson Credit
Corp. and merchandising operations are shown below:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
January January January
(in thousands) 1996 1995 1994
- ----------------------------------------------------------------------------------
JACOBSON STORES REALTY COMPANY
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Current assets.................................. $ 269 $ 284 $ 159
Advances to Jacobson Stores Inc................. 23,460 19,902 17,764
Property and equipment, net..................... 55,196 59,057 63,186
Investments and other assets.................... 2,760 3,055 1,146
-------- -------- --------
Assets............................. $ 81,685 $ 82,298 $ 82,255
======== ======== ========

Current liabilities............................. $ 3,186 $ 3,210 $ 3,655
Long-term debt.................................. 47,500 49,241 50,089
Other liabilities............................... 2,559 2,821 2,841
Equity of Jacobson Stores Inc................... 28,440 27,026 25,670
-------- -------- --------
Liabilities and Equity............. $ 81,685 $ 82,298 $ 82,255
======== ======== ========
<CAPTION>

JACOBSON CREDIT CORP.
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Current assets.................................. $ 4 $ 3,580 $ 245
Advances to Jacobson Stores Inc................. 8,615 8,392 7,993
-------- -------- --------
Assets............................. $ 8,619 $ 11,972 $ 8,238
======== ======== ========

Current liabilities............................. $ 95 $ 127 $ 53
Long-term debt.................................. - 3,500 -
Equity of Jacobson Stores Inc................... 8,524 8,345 8,185
-------- -------- --------
Liabilities and Equity............. $ 8,619 $ 11,972 $ 8,238
======== ======== ========
<CAPTION>

JACOBSON STORES INC. (merchandising operations)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Current assets.................................. $145,481 $146,276 $136,887
Property and equipment, net..................... 41,402 41,201 33,340
Investments and other assets.................... 21,785 19,517 17,442
-------- -------- --------
Assets............................. $208,668 $206,994 $187,669
======== ======== ========

Current liabilities............................. $ 47,381 $ 47,165 $ 40,235
Long-term debt.................................. 72,227 67,683 58,114
Other liabilities............................... 10,229 8,409 7,801
Advances from subsidiaries...................... 32,075 28,294 25,757
Shareholders' equity............................ 46,756 55,443 55,762
-------- -------- --------
Liabilities and Equity............. $208,668 $206,994 $187,669
======== ======== ========
</TABLE>
- -----------------------------------------------------------------------------

F-13

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF REPORTING. Jacobson Stores Inc. operates specialty department stores
in 27 cities in Michigan, Ohio, Indiana, Kansas, Kentucky and Florida. The
consolidated financial statements include the accounts of the Company and two
wholly-owned subsidiaries, Jacobson Stores Realty Company and Jacobson Credit
Corp. All significant inter- company transactions and balances have been
eliminated.

FISCAL YEAR. The Company's fiscal year ends on the last Saturday in January.
Fiscal years 1995, 1994 and 1993 consisted of 52 weeks and ended January 27,
1996, January 28, 1995 and January 29, 1994, respectively.

SALES. Sales are net of returns. Restaurant and alteration revenues are
reflected as a reduction of cost of merchandise sold. Finance charge revenues
are recorded as income when earned and are reflected as a reduction of
selling, general and administrative expenses.

RECEIVABLES FROM CUSTOMERS. An account is reviewed for write-off if payment of
20% (one full monthly payment) has not been received during the previous four
month period or if it is otherwise determined that the account is
uncollectible.

MERCHANDISE INVENTORIES. All merchandise inventories are valued at cost, which
is lower than market, as determined by the retail last-in, first-out (LIFO)
method.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Major
replacements and improvements are charged to the property and equipment
accounts. Maintenance, repairs and minor replacements are charged to expense
as incurred. When assets are sold, retired, or fully depreciated, their cost
and related accumulated depreciation and amortization are removed from the
property and equipment accounts, and any gain or loss is reflected in the
statements of earnings.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization are provided on
the straight-line basis over the estimated useful lives of the property and
equipment, or over the respective lease terms, if such periods are shorter.
Buildings and improvements are depreciated over ten to forty years. Furniture,
fixtures and equipment are depreciated over five to ten years.

CAPITALIZATION OF INTEREST. Interest expense incurred on properties under
development is capitalized to reflect properly the costs of properties up to
the time they produce revenues. The amounts capitalized are then amortized
over the respective lives of the depreciable assets.

PRE-OPENING EXPENSES. Expenditures of a non-capital nature associated with
opening a new store are charged to expense using the straight-line method in
the twelve months immediately following the opening.

INCOME TAXES. Deferred income taxes result from differences between the tax
basis of an asset or liability and its reported amount in the financial
statements (temporary differences) and are adjusted for changes in tax laws
and rates.

EARNINGS PER SHARE. Primary earnings per share are computed by dividing net
earnings by the weighted average shares of common stock and common stock
equivalents outstanding during the year. Weighted average shares outstanding,
excluding treasury shares, were 5,779,977 in 1995, 5,779,123 in 1994 and
5,779,117 in 1993. Fully diluted earnings per share are computed based on the
additional assumption that the Company's 6 3/4% Convertible Subordinated
Debentures due 2011 were converted to common stock at the date of issuance
with a corresponding increase in net earnings to reflect reduction in related
interest expense, net of income taxes. Weighted average shares outstanding
used in the computation of fully diluted earnings per share were 6,835,992 in
1995, 6,835,138 in 1994 and 6,835,132 in 1993.

FINANCIAL INSTRUMENTS. With the exception of long-term debt and shareholders'
equity, the Company records all financial instruments, including cash
equivalents, receivables from customers and accounts payable, at or in amounts
approximating market value.

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses for the fiscal year. Actual results could differ from those
estimates.

F-14
<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Jacobson Stores Inc.:

We have audited the accompanying consolidated balance sheets of JACOBSON
STORES INC. (a Michigan corporation) and subsidiaries as of January 27, 1996,
January 28, 1995 and January 29, 1994 and the related consolidated statements
of earnings, shareholders' equity and cash flows for each of the three fiscal
years in the period ended January 27, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jacobson Stores Inc. and
subsidiaries as of January 27, 1996, January 28, 1995 and January 29, 1994 and
the results of their operations and their cash flows for each of the three
fiscal years in the period ended January 27, 1996, in conformity with
generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Detroit, Michigan
March 4, 1996

F-15

<PAGE>

JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

QUARTERLY INFORMATION (unaudited)

OPERATING RESULTS

The unaudited quarterly operating results shown below were prepared using the
same accounting policies that are applied to the annual data.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Quarter
----------------------------------------
(in thousands, except per share data) First Second Third Fourth
- --------------------------------------------------------------------------------------------------
1995
- ----
<S> <C> <C> <C> <C>
Net sales............................................ $100,298 $ 93,099 $ 87,802 $133,068
Cost of merchandise sold, buying and occupancy
expenses......................................... 64,826 67,438 57,316 89,913
Selling, general and administrative expenses......... 33,000 31,665 32,884 36,023
Interest expense, net................................ 2,208 2,182 2,136 2,282
Gain on sale of property............................. -- -- (1,065) --
Earnings (loss) before income taxes.................. 264 (8,186) (3,469) 4,850
Net earnings (loss).................................. 172 (5,321) (2,255) 3,198
Earnings (loss) per share:
Primary.......................................... $.03 $(.92) $(.39) $.55
Fully diluted.................................... .03 (.92) (.39) .52

1994
- ----
Net sales............................................ $ 97,494 $ 89,917 $ 86,501 $135,242
Cost of merchandise sold, buying and occupancy
expenses......................................... 62,974 63,529 55,509 83,192
Selling, general and administrative expenses......... 31,448 30,632 31,843 36,116
Interest expense, net................................ 1,858 1,899 1,942 2,328
Gain on sale of property............................. (504) -- -- --
Earnings (loss) before income taxes.................. 1,718 (6,143) (2,793) 13,606
Net earnings (loss).................................. 1,117 (3,993) (1,816) 8,780
Earnings (loss) per share:
Primary.......................................... $.19 $(.69) $(.31) $1.52
Fully diluted.................................... .19 (.69) (.31) 1.34

1993
- ----
Net sales............................................ $ 96,063 $ 88,049 $ 90,436 $129,268
Cost of merchandise sold, buying and occupancy
expenses......................................... 62,187 62,856 56,351 85,488
Selling, general and administrative expenses......... 31,276 29,726 31,355 33,402
Interest expense, net................................ 1,945 1,875 1,885 1,839
Gain on sale of property............................. -- -- (979) --
Earnings (loss) before income taxes.................. 655 (6,408) 1,824 8,539
Net earnings (loss).................................. 426 (4,166) 1,186 5,568
Earnings (loss) per share:
Primary.......................................... $.07 $(.72) $.21 $.96
Fully diluted.................................... .07 (.72) .21 .87
</TABLE>
- ------------------------------------------------------------------------------

F-16

<PAGE>

The Company's business is seasonal in nature. Traditionally, a higher
proportion of sales and net earnings is generated in the fourth quarter (which
includes the Christmas season). The anticipated effective annual tax rate is
used to compute income taxes on a quarterly basis. The gross margins used in
calculating cost of goods sold for interim periods include an allocation of
the estimated annual LIFO provision, which cannot be determined precisely
until the year-end inventory value is known and the Bureau of Labor Statistics
Department Store Index is published in February.

The impact of LIFO on earnings per share as it was reported and as it would
have been had the actual charge (benefit) been known when the quarterly
allocations were made is shown below.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------
As Reported As Reallocated
--------------------- --------------------
Quarter 1995 1994 1993 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1st $.06 $.07 $.08 $.04 $(.12) $.03
2nd .05 .03 (.09) .03 (.11) (.12)
3rd .05 .05 .07 .03 (.11) .03
4th (.01) (.65) (.08) .05 (.16) .04
---- ----- ----- ---- ----- -----
$.15 $(.50) $(.02) $.15 $(.50) $(.02)
==== ===== ===== ==== ===== =====
</TABLE>
- ---------------------------------------------------------------

F-17

<PAGE>

INDEX OF EXHIBITS

Exhibits

3(ii) By-Laws, Jacobson Stores Inc., as amended March 21, 1996

10(a) Employment Agreement dated as of February 1, 1996, between
Jacobson Stores Inc. and Mark K. Rosenfeld

10(b) Employment Agreement dated as of February 1, 1996, between
Jacobson Stores Inc. and Paul W. Gilbert

10(c) Employment Agreement dated as of February 1, 1996, between
Jacobson Stores Inc. and James B. Fowler

10(d) Employment Agreement dated as of March 27, 1996, between
Jacobson Stores Inc. and Robert L. Moles

10(e) Change in Control Severance Agreement, dated December 18, 1995,
between Jacobson Stores Inc. and Mark K. Rosenfeld

10(f) Change in Control Severance Agreement, dated December 18, 1995,
between Jacobson Stores Inc. and Paul W. Gilbert

10(g) Change in Control Severance Agreement, dated December 18, 1995,
between Jacobson Stores Inc. and James B. Fowler

10(h) Jacobson Stores Inc. Deferred Compensation Plan, as amended and
restated January 24, 1996

10(i) 1996 Management Incentive Plan

10(j) Split Dollar Agreement, dated December 20, 1988, between Jacobson
Stores Inc. and Mark K. Rosenfeld

10(k) Split Dollar Agreement, dated January 31, 1992, between Jacobson
Stores Inc. and Paul W. Gilbert

10(l) Split Dollar Agreement, dated January 31, 1992, between Jacobson
Stores Inc. and James B. Fowler

10(m) First Amendment to Jacobson Stock Option Plan of 1994

11 Computation of Earnings per Share

21 Schedule of Subsidiaries

23 Consent of Arthur Andersen LLP

27 Financial Data Schedule

E-1

<PAGE>

In addition, the previously-filed exhibits listed below are
incorporated herein by reference. (All references are to Securities and
Exchange Commission File #0-6319 unless otherwise noted.)

<TABLE>
<CAPTION>
Current Identification of
Exhibit Description of Exhibit Prior Filing
- ------- ---------------------- ------------------
<S> <C> <C>
3(i)(a) Restated Articles of Incorporation, Exhibit 19(a) to Form 10-Q,
Jacobson Stores Inc., as amended and Quarter Ended April 29,
restated May 25, 1989 1989

3(i)(b) Certificate of Designation, Preferences Exhibit 3(a) to Form 10-Q,
and Rights of Preferred Stock of Quarter Ended October 29,
Jacobson Stores Inc. 1988

4(a) Election under Section 780, Exhibit 28 to Form 10-Q,
Michigan Business Corporation Act Quarter Ended October 27,
1984

4(b) Indenture dated as of December 15, File #33-10532:
1986 between Jacobson Stores Inc. Exhibit 4(a) to Form S-2
and National Bank of Detroit, as (Amendment No. 1), filed
Trustee December 12, 1986

4(d) Credit Agreement dated as of Exhibit 4(d) to Form 8-K
December 21, 1995, between dated January 11, 1996
Jacobson Stores Inc. and Comerica
Bank, as Agent

9 Voting and Transfer Restriction Exhibit 9 to Form 10-K,
Agreement, effective December 31, Year Ended January 26,
1990 1991

10(n) Jacobson Stock Option Plan of 1983, Exhibit 19 to Form 10-Q,
as amended and restated, effective Quarter Ended October 26,
May 28, 1987, and as further amended 1991
May 24, 1990 and August 22, 1991
</TABLE>

E-2

<PAGE>

<TABLE>
<CAPTION>
Current Identification of
Exhibit Description of Exhibit Prior Filing
- ------- ---------------------- ------------------
<S> <C> <C>
10(o) Jacobson Stock Option Plan of 1994 Exhibit A to Proxy Statement
in connection with the Annual
Meeting of Shareholders held
on May 26, 1994

10(p) Executive Employment Agreement Exhibit 10(b) to Form 10-K,
dated March 22, 1995, between Jacobson Year Ended January 28, 1995
Stores Inc. and George P. Kelly
</TABLE>

E-3

EXHIBIT 3(ii)
JACOBSON STORES INC.
(A Michigan Corporation)

BYLAWS
(As amended March 21, 1996)

TABLE OF CONTENTS

Page
----

ARTICLE I - OFFICES . . . . . . . . . . . . . . . . 1

ARTICLE II - MEETINGS OF SHAREHOLDERS. . . . . . . . 1

Section 1. Time and Places of Meetings . . . . . . 1
Section 2. Annual Meetings . . . . . . . . . . . . 1
Section 3. Notice of Annual Meeting. . . . . . . . 1
Section 4. Shareholder List. . . . . . . . . . . . 1
Section 5. Adjournment of Annual Meeting . . . . . 2
Section 6. Delayed Annual Meeting. . . . . . . . . 2
Section 7. Special Meetings. . . . . . . . . . . . 2
Section 8. Notice of Special Meetings. . . . . . . 2
Section 9. Quorum. . . . . . . . . . . . . . . . . 2
Section 10. Vote Required . . . . . . . . . . . . . 3
Section 11. Voting Rights . . . . . . . . . . . . . 3
Section 12. Conduct of Meetings . . . . . . . . . . 3
Section 13. Inspectors of Election. . . . . . . . . 4

ARTICLE III - DIRECTORS . . . . . . . . . . . . . . . 4

Section 1. Number and Term of Directors. . . . . . 4
Section 2. Powers. . . . . . . . . . . . . . . . . 4
Section 3. Vacancies . . . . . . . . . . . . . . . 4
Section 4. Resignation and Removal . . . . . . . . 4
Section 5. Nominations . . . . . . . . . . . . . . 5
Section 6. Compensation of Directors . . . . . . . 5
Section 7. Place of Meetings . . . . . . . . . . . 5
Section 8. Annual Organizational Meeting . . . . . 5
Section 9. Regular Meetings. . . . . . . . . . . . 5
Section 10. Special Meetings. . . . . . . . . . . . 5
Section 11. Purpose Need Not be Stated. . . . . . . 5
Section 12. Quorum. . . . . . . . . . . . . . . . . 6
Section 13. Action Without a Meeting. . . . . . . . 6
Section 14. Meeting by Telephone or Similar
Equipment . . . . . . . . . . . . . . 6
Section 15. Written Notice. . . . . . . . . . . . . 6
Section 16. Waiver of Notice. . . . . . . . . . . . 6

-i-

<PAGE>

ARTICLE IV - COMMITTEES OF DIRECTORS . . . . . . . . 7

Section 1. Executive Committee . . . . . . . . . . 7
Section 2. Audit, Compensation, and Directors
Committee. . . . . . . . . . . . . . 7
Section 3. Other Committees. . . . . . . . . . . . 8
Section 4. Membership and Vacancies on Committees. 8
Section 5. Reporting on Committee Actions. . . . . 8

ARTICLE V - OFFICERS. . . . . . . . . . . . . . . . 8

Section 1. Election of Officers. . . . . . . . . . 8
Section 2. Chairman of the Board . . . . . . . . . 8
Section 3. Vice Chairman of the Board. . . . . . . 8
Section 4. President . . . . . . . . . . . . . . . 8
Section 5. Chief Executive Officer . . . . . . . . 9
Section 6. Chief Operating Officer . . . . . . . . 9
Section 7. Vice Presidents . . . . . . . . . . . . 9
Section 8. Secretary . . . . . . . . . . . . . . . 9
Section 9. Treasurer . . . . . . . . . . . . . . . 10
Section 10. Controller. . . . . . . . . . . . . . . 10
Section 11. Assistant Secretary and Assistant
Treasurer . . . . . . . . . . . . . . 10
Section 12. Delegation of Powers. . . . . . . . . . 10

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS. . . . . . . . . 11

Section 1. Obligation to Indemnify and Right
of Indemnification. . . . . . . . . . 11
Section 2. Third Party Actions . . . . . . . . . . 11
Section 3. Actions by or in the Right of the
Corporation . . . . . . . . . . . . . 11
Section 4. Successful Defense. . . . . . . . . . . 12
Section 5. Determination of Conduct. . . . . . . . 12
Section 6. Partial Indemnification . . . . . . . . 13
Section 7. Payment of Expenses in Advance. . . . . 13
Section 8. Indemnification Not Exclusive . . . . . 13
Section 9. Contract Right. . . . . . . . . . . . . 13
Section 10. Insurance . . . . . . . . . . . . . . . 13
Section 11. Continuation. . . . . . . . . . . . . . 14
Section 12. Definitions . . . . . . . . . . . . . . 14
Section 13. Savings Clause. . . . . . . . . . . . . 14
Section 14. Other Employees and Agents. . . . . . . 14

ARTICLE VII - SUBSIDIARIES. . . . . . . . . . . . . . 15

Section 1. Subsidiaries. . . . . . . . . . . . . . 15
Section 2. Subsidiary Officers not Executive
Officers. . . . . . . . . . . . . . . 15

-ii-

<PAGE>

ARTICLE VIII - CERTIFICATES OF STOCK . . . . . . . . . 15

Section 1. Form. . . . . . . . . . . . . . . . . . 15
Section 2. Facsimile Signature . . . . . . . . . . 16
Section 3. Lost Certificates . . . . . . . . . . . 16
Section 4. Transfers of Stock. . . . . . . . . . . 16
Section 5. Fixing of Record Date by Board. . . . . 16
Section 6. Provision for Record Date in the
Absence of Board Action . . . . . . . 17
Section 7. Adjournments. . . . . . . . . . . . . . 17
Section 8. Registered Shareholders . . . . . . . . 17

ARTICLE IX - GENERAL PROVISIONS. . . . . . . . . . . 17

Section 1. Dividends . . . . . . . . . . . . . . . 17
Section 2. Checks. . . . . . . . . . . . . . . . . 17
Section 3. Fiscal Year . . . . . . . . . . . . . . 18
Section 4. Seal. . . . . . . . . . . . . . . . . . 18

ARTICLE X - CONTROL SHARE ACQUISITIONS. . . . . . . 18

ARTICLE XI - AMENDMENTS. . . . . . . . . . . . . . . 18

-iii-

<PAGE>

BYLAWS

JACOBSON STORES INC.

(As amended March 21, 1996)

ARTICLE I

OFFICES

The corporation may have offices at such places, both within and without
the State of Michigan, as the Board of Directors may from time to time
determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Places of Meetings. All meetings of the shareholders
shall be held, except as otherwise provided by statute or these Bylaws, at
such time and place as may be fixed from time to time by the Board of
Directors. Meetings of shareholders may be held within or without the State of
Michigan as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of the shareholders shall be
held on the fourth Thursday of May if not a legal holiday, and if a legal
holiday, then on the next secular day following, at such hour as shall be
stated in the notice of the meeting, at which they shall elect by a plurality
vote the successors of the class of directors whose term expires at the
meeting, together with directors to fill vacancies or newly created
directorships, and transact such other business as may properly be brought
before the meeting.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting
shall be given personally or by mail to each shareholder entitled to vote
thereat at least ten (10) and not more than sixty (60) days before the date of
the meeting. Attendance of a shareholder at a meeting shall constitute a
waiver of notice, except when the shareholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to transaction
of any business because the meeting is not lawfully called or convened.

Section 4. Shareholder List. The officer or agent who has charge of the
stock ledger of the corporation shall prepare and make before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged by class or series in alphabetical order, showing the
address of and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder,
for any purpose germane to the meeting, during the whole time thereof, and may
be inspected by any shareholder who is present.

Section 5. Adjournment of Annual Meeting. If a quorum be not present at
the annual meeting, the shareholders present in person or by proxy may adjourn
to such future time as shall be agreed upon by them, and notice of such
adjournment shall be mailed, postage prepaid, to each shareholder at least
five (5) days before such adjourned meeting; but if a quorum be present, they
may adjourn from day to day as they see fit and no notice of such adjournment
need be given.

Section 6. Delayed Annual Meeting. If for any reason other than those
enumerated in Section 5 of this Article, the annual meeting of the
shareholders shall not be held on the day hereinbefore designated, such
meeting may be called and held as a special meeting and the same proceedings
may be had thereat as at an annual meeting, PROVIDED, HOWEVER, that the notice
of such meeting shall be mailed to the shareholders at least fifteen (15) days
prior to the date fixed for such delayed annual meeting.

Section 7. Special Meetings. Except as otherwise required by law and
subject to the rights of the holders of Preferred Stock, special meetings of
shareholders of the corporation may be called only by (i) the Board of
Directors pursuant to a resolution approved by a majority of the entire Board
of Directors, (ii) any committee of the Board of Directors designated by a
resolution approved by a majority of the entire Board of Directors, (iii) the
Chief Executive Officer of the corporation, or (iv) any other officer or
officers designated by the Board of Directors by resolution approved by a
majority of the entire Board of Directors.

Section 8. Notice of Special Meetings. Written notice of a special
meeting of shareholders, stating the time, place and object thereof, shall be
given personally or by mail to each shareholder entitled to vote thereat, at
least ten (10) and not more than sixty (60) days before the date fixed for the
meeting.

Section 9. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all
meetings of the shareholders, except as otherwise provided by statute or by
the Articles of Incorporation. The shareholders present in person or by proxy
at such meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. Whether or
not a quorum is present, the meeting may be adjourned by a vote of the shares
present.

Except when the holders of a class or series of shares are entitled to
vote separately on an item of business, shares of all classes and series
entitled to vote shall be combined as a single class and series for the
purpose of determining a quorum. When the holders of a class or series of
shares are entitled to vote separately on an item of business, shares of that
class or series entitled to cast a majority of the votes of that class or
series at a meeting constitute a quorum of that class or series at that
meeting, unless a greater or lesser quorum is provided by statute or the
Articles of Incorporation.

Section 10. Vote Required. When an action, other than the election of
directors, is to be taken by a vote of the shareholders, it shall be
authorized by a majority of the votes cast by the holders of shares entitled
to vote thereon, unless a greater vote is required by the Articles of
Incorporation of this corporation or by the laws of the State of Michigan.
Except as otherwise provided by the Articles of Incorporation, directors shall
be elected by a plurality of the votes cast at any election.

Section 11. Voting Rights. Except as otherwise provided by the Articles
of Incorporation or the resolution or resolutions of the Board of Directors
creating any class of stock, each shareholder shall at every meeting of
shareholders be entitled to one (1) vote in person or by proxy for each share
of the capital stock having voting power held by such shareholder. A proxy
shall be valid only with respect to the particular meeting, or any adjournment
or adjournments thereof, to which it specifically pertains.

Section 12. Conduct of Meetings. Meetings of shareholders
generally shall be governed by the following rules:

(a) The chairman of the meeting shall have absolute authority over
matters of procedure, and there shall be no appeal from the ruling of the
chairman.

(b) If disorder should arise which prevents the continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting; and upon his so doing, the
meeting is immediately adjourned.

(d) A resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy and seconded by an
individual who is a shareholder or a duly authorized proxy other than the
individual who proposed the resolution or motion.

Section 13. Inspectors of Election. The Board of Directors or, if they
shall not have so acted, the Chief Executive Officer may appoint, at or prior
to any meeting of shareholders, one or more persons (who may be employees of
the corporation) to serve as inspectors of election. The inspectors so
appointed shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes or
ballots, hear and determine challenges and questions arising in connection
with the right to vote, count and tabulate votes or ballots, determine the
result, and do such other acts as are proper to conduct the election or vote
with fairness to all shareholders.

<PAGE>
ARTICLE III

DIRECTORS

Section 1. Number and Term of Directors. The number of directors which
shall constitute the whole Board shall be not less than three and shall be
determined from time to time by resolution of the Board of Directors as set
forth in the Articles of Incorporation, as the same may be amended. The
directors, other than those who may be elected by the holders of any class or
series of stock having a preference over Common Stock as to dividends or upon
liquidation, shall be divided into three classes, as nearly equal in number as
possible, with the term of office of one class expiring each year. At each
annual meeting of the shareholders, the successors of the class of directors
whose term expires at that meeting shall be elected and hold office for a term
expiring at the annual meeting of shareholders held in the third year
following the year of their election. Directors need not be shareholders.

Section 2. Powers. The business of the corporation shall be managed by
its Board of Directors, which may exercise all such powers of the corporation
and do all such lawful acts and things as are not, by statute or by the
Articles of Incorporation or these Bylaws, directed or required to be
exercised or done by the shareholders.

Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled as
provided in the Articles of Incorporation.

Section 4. Resignation and Removal. Any director may resign at any time
and such resignation shall take effect upon receipt of written notice thereof
by the corporation, or at such subsequent time as set forth in the notice of
resignation. Any or all of the directors may be removed, but only for cause,
as provided in the Articles of Incorporation.

Section 5. Nominations. Nominations of candidates for election as
directors of the corporation at any meeting of shareholders called for
election of directors may be made by the Board of Directors, the Chairman of
the Board, or a nominating committee appointed by the Board of Directors, or
by any shareholder entitled to vote in the election of directors generally as
set forth in the Articles of Incorporation.

Section 6. Compensation of Directors. Each director who is not a salaried
officer of or legal counsel to the corporation may receive as compensation for
his or her services in that capacity such sums and such benefits as shall from
time to time be determined by the Board of Directors, plus traveling expenses
and other expenses necessary for attendance at regular or special meetings of
the Board of Directors and committees of the Board. Members of special or
standing committees may be allowed like compensation for attending committee
meetings. Nothing herein shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

Section 7. Place of Meetings. The Board of Directors of the corporation
may hold meetings, both regular and special, either within or without the
State of Michigan.

Section 8. Annual Organizational Meeting. The annual organizational
meeting of the Board of Directors may be held before or after the annual
meeting of shareholders, for the purpose of electing officers and such other
purposes as may come before the meeting. No notice of such meeting shall be
necessary in order legally to constitute the meeting, provided a quorum of
directors then in office shall be present. If such meeting is not held on the
same date and in the same place as the annual meeting of shareholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors,
or as shall be specified in a written waiver signed by all of the directors.

Section 9. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time
to time be determined by the Board.

Section 10. Special Meetings. Subject to the provisions of Section 15 of
this Article III, special meetings of the Board of Directors may be called by
the Chairman of the Board, President, or Secretary or by any two (2)
Continuing Directors (as defined in the Articles of Incorporation) on two (2)
days' notice to each director.

Section 11. Purpose Need Not be Stated. Neither the business to be
transacted at nor the purpose of any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting.

Section 12. Quorum. At all meetings of the Board of Directors a majority
of the directors shall constitute a quorum for the transaction of business,
and the acts of a majority of the directors present at any meeting at which
there is a quorum shall be acts of the Board of Directors except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

Section 13. Action Without a Meeting. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, all members of
the Board or of such committee, as the case may be, consent thereto in writing
and such written consent is filed with the minutes or proceedings of the Board
or committee.

Section 14. Meeting by Telephone or Similar Equipment. The Board of
Directors or any committee designated by the Board of Directors may
participate in a meeting of such Board or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

Section 15. Written Notice. Notices to directors shall be in writing and
delivered personally or mailed to the directors at their addresses appearing
on the books of the corporation. Notice by mail shall be deemed to be given at
the time when the same shall be mailed. Notice to directors may also be given
by telegram. Notwithstanding the foregoing, notice shall be given by telegram
if the date of the meeting to which such notice relates is within three (3)
days of the date that such notice is given.

Section 16. Waiver of Notice. Whenever any notice is required to be given
under the provision of the statutes or of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting has not been lawfully called or convened.

<PAGE>

ARTICLE IV

COMMITTEES OF DIRECTORS

Section 1. Executive Committee. The Board of Directors may appoint an
Executive Committee composed of three or more Directors. The Executive
Committee shall have and may exercise the following authority of the Board of
Directors:

(a) The Executive Committee shall have the authority of the Board of
Directors, between meetings of the Board, to take such actions and adopt
such resolutions as may be necessary, appropriate or convenient in the
ordinary course of business of the corporation; including (without
limitation) the authorization of leases of real or personal property,
seasonal borrowings, bank depository resolutions, and regular quarterly
dividends on Preferred Stock of the corporation.

(b) Whenever and as often as the Board of Directors designates, the
Executive Committee shall have such further authority as the Board of
Directors designates, subject to prohibitions set forth in the Business
Corporation Act of Michigan; including the full powers and authorities of
the Board of Directors, between meetings of the Board, to take any and
all actions and adopt any and all resolutions that may be necessary,
appropriate or convenient with respect to any matters designated by the
Board of Directors.

The Executive Committee may meet with or without prior notice on call of
any member; provided, that when the Executive Committee consists of three
members, it shall be necessary for all three members to participate and concur
in decisions of the Committee, and when the Committee consists of more than
three members, it shall be necessary for at least three members or a majority
of the members of the Committee (whichever is greater) to participate and
concur in decisions of the Committee. Such participation may be attendance at
a meeting, by telephone, by written consent, or otherwise.

Section 2. Audit, Compensation, and Directors Committees. The Board of
Directors shall appoint an Audit Committee, a Compensation Committee, and a
Directors Committee, each of which shall be composed of three or more outside
directors, who are independent of the management of this corporation, not
employed by the corporation, and free of any relationship that would interfere
with their exercise of independent judgment as a committee member, except that
the Directors Committee shall include the Chairman of the Board as a member.
Each such committee shall have such responsibilities as shall be set forth in
the committee's charter, which shall be reviewed and approved annually by the
Board of Directors.

Section 3. Other Committees. The Board of Directors may establish and
appoint such other committees of the Board of Directors, consisting of such
directors and having such powers and duties, as the Board determines.

Section 4. Membership and Vacancies on Committees. The Board of Directors
may remove members from or add members to any committee of the Board, and fill
vacancies on such committee.

Section 5. Reporting on Committee Actions. All actions taken by any
committee of the Board shall be reported to the Board of Directors at the next
meeting of the Board. However, no delay in reporting any action of any
committee shall affect the validity of such action, or of any actions taken in
the name and on behalf of the corporation pursuant thereto.

<PAGE>

ARTICLE V

OFFICERS

Section 1. Election of Officers. All officers of the corporation shall be
elected by the Board of Directors.

Section 2. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders, and at all meetings of the Board of
Directors, and shall have such other duties and powers as may be imposed or
given by the Board of Directors. He shall not be a member of the Audit
Committee or the Compensation Committee, but shall be a voting member of all
other standing committees of the Board of Directors. In case of the absence or
inability to act of the President or Chief Executive Officer, the Chairman of
the Board shall exercise all of the duties and responsibilities of such
officer until the Board of Directors shall otherwise direct.

Section 3. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall be elected from the membership of the Board of Directors; and in
the absence or disability of the Chairman of the Board, shall have such other
duties and powers as may be imposed or given by the Board of Directors. In
case of the absence or inability to act of the Chairman of the Board, the Vice
Chairman of the Board shall exercise all of the duties and responsibilities of
such officer until the Board of Directors shall otherwise direct. In such
event, he shall not be a member of the Audit Committee or the Compensation
Committee, but shall be a voting member of all other standing committees of
the Board of Directors.

Section 4. President. The President shall, subject to the direction of
the Board of Directors or the Chief Executive Officer, if any, see that all
orders and resolutions of the Board of Directors are carried into effect, and
shall perform all other duties necessary or appropriate to the office,
subject, however, to the right of the Chief Executive Officer and of the
directors to delegate any specific powers to any other officer or officers of
the corporation. In case of the absence or inability to act of both the
Chairman of the Board and the Vice Chairman of the Board, or the Chief
Executive Officer, the President shall exercise all of the duties and
responsibilities of such officer until the Board of Directors shall otherwise
direct. In the absence or disability of the Chairman and Vice Chairman of the
Board, the President shall not be a member of the Audit Committee or the
Compensation Committee, but shall be a voting member of all other standing
committees of the Board of Directors.

Section 5. Chief Executive Officer. The Chief Executive Officer, in
addition to the duties as Chairman or Vice Chairman of the Board or President,
as the case may be, shall have final authority, subject to the control of the
Board of Directors, over the general policy and business of the corporation
and shall have the general control and management of the business and affairs
of the corporation. The Chief Executive Officer shall have the power, subject
to the control of the Board of Directors, to appoint, suspend, or discharge
and to prescribe the duties and to fix the compensation of such agents and
employees of the corporation, other than the officers appointed by the Board,
as the Chief Executive officer may deem necessary.

Section 6. Chief Operating Officer. There may be elected a Chief
Operating Officer who shall, if elected, have general charge, control and
supervision over the administration and operations of the corporation and
shall have such other duties and powers as may be imposed or given by the
Board of Directors. If no Chief Operating Officer is elected, the duties and
powers of the Chief Operating Officer shall be performed by the Chief
Executive Officer.

Section 7. Vice Presidents. Any Executive Vice President, any Senior Vice
President, and each Vice President shall have such authority and
responsibilities as designated by the Board of Directors, the Executive
Committee, the Chairman or Vice Chairman of the Board, or the President.

Section 8. Secretary. The Secretary shall attend all meetings of the
shareholders and of the Board of Directors, and of the Executive Committee,
and shall preserve in books of the corporation true minutes of the proceedings
of all such meetings; shall keep the seal of the corporation and shall have
authority to affix the same to all instruments where its use is required;
shall give all notices required by statute, bylaw or resolution; and shall
perform such other duties as may be delegated by the Board of Directors, the
Executive Committee, the Chairman or Vice Chairman of the Board, or the
President.

Section 9. Treasurer. The Treasurer shall have custody of all corporate
funds and securities and shall keep in books belonging to the corporation full
and accurate accounts of all receipts and disbursements; shall deposit all
monies, securities and other valuable effects in the name of the corporation
in such depositaries as may be designated for that purpose by the Board of
Directors; shall disburse the funds of the corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the Board of Directors, Chairman and Vice Chairman of the Board, and
President, at the regular meetings of the Board, and whenever requested by
them, an account of all transactions as Treasurer and of the financial
condition of the corporation; shall deliver to the Chairman and Vice Chairman
of the Board and the President, and shall keep in force, a bond in form,
amount and with a surety or sureties satisfactory to the Board, conditioned
for faithful performance of the duties of office, by the Treasurer and any
Assistant Treasurers and for restoration to the corporation in case of death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and property of whatever kind belonging to the corporation;
and shall in addition perform such other duties as may be delegated by the
Board of Directors, the Executive Committee, the Chairman or Vice Chairman of
the Board, or the President.

Section 10. Controller. The Controller shall be responsible for
establishment and maintenance of internal accounting and other control systems
for this corporation and its wholly-owned subsidiaries; liaison with
independent auditors; and such other duties as may be designated by the Board
of Directors, the Executive Committee, the Chairman or Vice Chairman of the
Board, or the President.

Section 11. Assistant Secretary and Assistant Treasurer. Any Assistant
Secretary, in the absence of the Secretary, shall perform the duties and
exercise the powers of the Secretary. Any Assistant Treasurer, in the absence
of or disability of the Treasurer, shall perform the duties and exercise the
power of the Treasurer. If there is more than one Assistant Secretary and/or
Assistant Treasurer, their respective duties and responsibilities shall be as
designated by the Board of Directors, the Executive Committee, the Chairman or
Vice Chairman of the Board, or the President.

Section 12. Delegation of Powers. For any reason deemed sufficient by the
Board of Directors, whether occasioned by absence or otherwise, the Board may
delegate all or any of the powers and duties of any officer to any other
officer or Director, but no officer or Director shall execute, acknowledge or
verify any instrument in more than one capacity.

<PAGE>

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS

Section 1. Obligation to Indemnify and Right to Indemnification. This
corporation shall indemnify each of its directors and officers, and each
person who hereafter becomes a director and/or officer of the corporation, and
each such person shall be entitled to such indemnification without further
action on his or her part, against all expense, liability and loss, arising in
any manner by reason of the fact that such person is or was a director and/or
officer of the corporation, or by reason of any acts of such person, or
omissions of such person to act, as a director and/or officer of the
corporation, to the fullest extent permitted by any present or future
provision of law, including without limitation the indemnification and
advancement of expenses provided for in Section 2-12, inclusive, of this
Article VI.

Section 2. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal,
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director and/or officer of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether
for profit or not, against expenses, including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding, if
the person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and with respect to a criminal action or proceeding, if the
person had no reasonable cause to believe his or her conduct was unlawful. The
termination of an action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the
best interest of the corporation or its shareholders, and, with respect to a
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

Section 3. Actions by or in the Right of the Corporation. The corporation
shall indemnify any person who was or is a party to or is threatened to be
made a party to a threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director and/or officer of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether
for profit or not, against expenses, including actual and reasonable
attorneys' fees, and amounts paid in settlement incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and its shareholders. However, indemnification
shall not be made for a claim, issue, or matter in which the person has been
found liable to the corporation unless and only to the extent that the court
in which the action or suit was brought has determinated upon application
that, despite the adjudication of liability but in view of all circumstances
of the case, the person is fairly and reasonably entitled to indemnification
for the expenses which the court considers proper.

Section 4. Successful Defense. To the extent that a director or officer
of the corporation has been successful on the merits or otherwise in defense
of an action, suit, or proceeding referred to in Section 2 or 3 of this
Article VI, or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against expenses, including actual
and reasonable attorneys' fees, incurred by him or her in connection with the
action, suit, or proceeding brought to enforce the mandatory indemnification
provided for in this section.

Section 5. Determination of Conduct. Subject to any rights under any
contract between the corporation and any director or officer, any
indemnification under Section 2 or 3 of this Article VI, unless ordered by a
court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 2 and 3. This determination shall be made in
any of the following ways:

(a) By a majority vote of a quorum of the Board consisting of
directors who were not parties to the action, suit or proceeding.

(b) If the quorum described in subdivision (a) is not obtainable,
then by a majority vote of a committee of directors who are not parties
to the action. The committee shall consist of not less than two (2)
disinterested directors.

(d) By the shareholders.

Section 6. Partial Indemnification. If a person is entitled to
indemnification under Section 2 or 3 of this Article VI for a portion of the
expenses, including attorneys' fees, judgment, penalties, fines, and amounts
paid in settlement, but not for the total amount thereof, the corporation
shall indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person is
entitled to be indemnified.

Section 7. Payment of Expenses in Advance. Expenses incurred in defending
a civil or criminal action, suit, or proceeding described in Section 2 of 3 of
this Article VI shall be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay the expenses if it is
ultimately determined that the person is not entitled to be indemnified by the
corporation. The undertaking shall be by unlimited general obligation of the
person on whose behalf advances are made but need not be secured.

Section 8. Indemnification Not Exclusive. The indemnification and
advancement of expenses provided for in Sections 2-7, inclusive, of this
Article VI are not exclusive of other rights to which a person seeking
indemnification and advancement of expenses may be entitled under the Restated
Articles of Incorporation, Bylaws, or a contractual agreement. However, the
total amount of expenses advanced and indemnified from all sources combined
shall not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

Section 9. Contract Right. The right to indemnification conferred in this
Article VI shall be a contract right between the corporation and each director
and officer of the corporation, or individual who is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, who serves in such capacity at any time while this Article VI is
in effect. No amendment or repeal of all or any part of this Article VI, nor
the adoption of any provision inconsistent with this Article VI, shall apply
to any acts or omissions occurring prior to such amendment or repeal, or give
rise to or increase any liability of any director or officer with respect to
any acts or omissions occurring prior to such amendment or repeal.

Section 10. Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any directors, officers, employees or agents of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not
the corporation would have the power to indemnify such persons against such
expense, liability or loss under any applicable provision of law.

Section 11. Continuation. The indemnification and advancement of expenses
provided for in this Article VI shall continue as to a person who ceases to be
a director or officer, and shall inure to the benefit of the heirs, executors,
and administrators of the person.

Section 12. Definitions. For purposes of this Article VI:

(a) References to the "corporation" include all constituent
corporations absorbed in a consolidation or merger and the resulting or
surviving corporation, so that a person who is or was a director,
officer, employee or agent of the constituent corporation or is or was
serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other
enterprise whether for profit or not shall stand in the same position
under the provisions of this Article VI with respect to the resulting or
surviving corporation as the person would if he or she had served the
resulting or surviving corporation in the same capacity.

(b) References to "other enterprises" include employee benefit
plans; references to "fines" include excise taxes assessed with respect
to any employee benefit plan; and references to "serving at the request
of the corporation" include any service which imposes duties on, or
involves services by, such director or officer with respect to any
employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Article VI.

Section 13. Savings Clause. If any provision of this Article VI shall be
invalidated on any ground by any court, the corporation shall nevertheless
indemnify each of its directors and offices against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, including third party actions and actions by or in the right
of the corporation, to the fullest extent permitted by any applicable law.

Section 14. Other Employees and Agents. The corporation may, pursuant to
authorization of the Board of Directors, provide indemnification and
advancement of expenses to employees and agents of the corporation other than
directors and officers, to the same extent as provided for directors and
officers, or otherwise as the Board of Directors determines.

ARTICLE VII

SUBSIDIARIES

Section 1. Subsidiaries. The Board of Directors, the Chairman of the
Board, President, or any other executive officer designated by the Board of
Directors may vote the shares of stock owned by this corporation in any
subsidiary, whether wholly or partly owned by this corporation, in such manner
as they may deem in the best interests of this corporation, including, without
limitation, for the election of directors of any subsidiary corporation, or
for any amendments to the charter or bylaws of any such subsidiary
corporation, or for the liquidation, merger, or sale of assets of any such
subsidiary corporation. The Board of Directors, the Chairman of the Board,
President, or any other executive officer designated by the Board of Directors
may cause to be elected to the Board of Directors of any such subsidiary
corporation such persons as they shall designate, any of whom may, but need
not be, directors, executive officers, or other employees or agents of this
corporation. The Board of Directors, the Chairman of the Board, President, or
any other executive officer designated by the Board of Directors may instruct
the directors of any such subsidiary corporation as to the manner in which
they are to vote upon any issue properly coming before them as the directors
of such subsidiary corporation, and such directors shall have no liability to
this corporation as the result of any action taken in accordance with such
instructions.

Section 2. Subsidiary Officers Not Executive Officers. The officers of
any subsidiary corporation shall not, by virtue of holding such title and
position, be deemed to be executive officers of this corporation, nor shall
any such officer of a subsidiary corporation, unless he or she shall also be a
director or executive officer of this corporation, be entitled to have access
to any files, records or other information relating or pertaining to this
corporation, its business and finances, or to attend or receive the minutes of
any meetings of the Board of Directors or any committee of this corporation,
except as and to the extent expressly authorized and permitted by the Board of
Directors, the Chairman of the Board, or President of this corporation.

<PAGE>
ARTICLE VIII

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be
entitled to have a certificate in the name of the corporation, signed by the
Chairman of the Board or the President or a Vice President and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares of stock in the corporation owned
by such person.

Section 2. Facsimile Signature. When a certificate is signed (1) by a
transfer agent or an assistant transfer agent, or (2) by a transfer clerk
acting on behalf of the corporation, and/or by a registrar, the signature of
any such Chairman, President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be a facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or
the owner's legal representative, to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

Section 4. Transfers of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 5. Fixing of Record Date by Board. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interest arising out
of any change, conversion or exchange of capital stock, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall be at
least ten (10) and not more than sixty (60) days before the date of any such
meeting, and not more than sixty (60) days before any other action. Only
shareholders of record on a record date so fixed shall be entitled to notice
of, and to vote at, such meeting or to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interest arising out
of any change, conversion or exchange of capital stock.

Section 6. Provision for Record Date in the Absence of Board Action. If a
record date is not fixed by the Board of Directors: (a) the record date for
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day next preceding
the date on which the meeting is held; and (b) the record date for determining
shareholders entitled to express consent to corporate action in writing,
without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
and (c) the record date for determining shareholders for any other purpose
shall be the close of business on the day on which the resolution of the Board
relating thereto is adopted.

Section 7. Adjournments. When a determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders has been made as
provided in this Article, the determination applies to any adjournment of the
meeting, unless the Board fixes a new record date for the adjourned meeting.

Section 8. Registered Shareholders. The corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Michigan.
<PAGE>

ARTICLE IX

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the Articles of
Incorporation.

Section 2. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed
thereon the name of the corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

ARTICLE X

CONTROL SHARE ACQUISITIONS

The provisions of Chapter 7B of the Michigan Business Corporation Act
(Sections 450.790 - 450.799, inclusive, Michigan Compiled Laws, being Sections
21.200(790) - 21.200(799), inclusive, Michigan Statutes Annotated), as the
same exist or may hereafter be amended, shall not apply to control share
acquisitions of shares of stock of this corporation.

ARTICLE XI

AMENDMENTS

These Bylaws may be altered or repealed at any regular meeting of the
shareholders or of the Board of Directors or at any special meeting of the
shareholders or of the Board of Directors.

EXHIBIT 10(a)

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 1, 1996, between
JACOBSON STORES INC., a Michigan corporation, of Jackson, Michigan (the
"Company"), and MARK K. ROSENFELD, of Jackson, Michigan ("Rosenfeld").

THE PARTIES HEREBY AGREE that the Employment Agreement between them,
dated March 23, 1994, is restated, effective February 1, 1996, as follows:

1. Employment and Term. The Company employs Rosenfeld as Chairman of
the Board and Chief Executive Officer, and Rosenfeld agrees to serve in those
capacities and/or in such other capacity or capacities as the Board of
Directors of the Company deems advisable, for a term of five years commencing
February 1, 1996 and continuing through January 31, 2001, unless terminated
sooner pursuant to the provisions of paragraph 5, for the compensation and on
the terms set forth herein.

2. Compensation. Subject to the provisions of paragraph 5, Rosenfeld's
salary shall be Three Hundred Ten Thousand Dollars ($310,000.00) per year.
Rosenfeld shall also participate in such plans and additional benefits as may
generally be available from time to time to other executive officers of the
Company.

3. Deferred Compensation. Rosenfeld may determine that payment of any
part of Rosenfeld's salary for any year shall be deferred pursuant to, and on
the terms and conditions set forth in, the Jacobson Stores Inc. Deferred
Compensation Plan, as amended from time to time. If any part of Rosenfeld's
salary for a year is deferred, one-twelfth of such amount shall be deferred
each month during the year. Interest shall accrue on deferred compensation
from the last day of the month for which the compensation is deferred. Neither
Rosenfeld, his estate, his wife, nor any beneficiary shall have any power to
assign or encumber the right to receive deferred compensation, and any
attempted assignment or encumbrance thereof shall be null and void.

4. Duties. Rosenfeld agrees, as long as his employment by the Company
continues, to devote his entire time and best efforts to furthering the
interests of the Company; to comply with all regulations and policies of the
Company; and to perform the duties requested by the Board of Directors of the
Company.

5. Death, Incapacity and Other Events. Rosenfeld's employment under
this Agreement shall terminate on the earliest to occur of the following: (i)
immediately upon Rosenfeld's death, (ii) at the Company's option, immediately
when notice to Rosenfeld of such termination is given after Rosenfeld's
permanent incapacity (established to the reasonable satisfaction of the Board
of Directors of the Company), (iii) at the Company's option, immediately when
notice to Rosenfeld of such termination is given on or after the occurrence of
good cause for termination of his employment under this Agreement (as
determined in good faith by the Board of Directors of the Company), and (iv)
immediately when notice of such

<PAGE>

termination is given to Rosenfeld by the Company or 30 days after notice of
such termination is given to the Company by Rosenfeld. Notice will be deemed
to be given on the earliest of (i) when delivered, or (ii) three business days
after mailed by certified or registered mail, postage prepaid, return receipt
requested, or (iii) one business day after sent by recognized overnight
courier, if to Rosenfeld, to Rosenfeld's address on the Company's corporate
records, and if to the Company, to the address of its principal executive
offices. The following events during the term of this Agreement shall have the
following respective effects on the obligations of the Company pursuant
hereto:

(a) Death. If employment is terminated due to Rosenfeld's
death, the Company shall (i) continue to pay an amount equal to Rosenfeld's
salary, at the annual rate of his salary in effect immediately prior to his
death, from the date of his death until three years after the date of his
death, and (ii) pay the pro rata bonus, if any, that would have been payable
to Rosenfeld under any bonus plan in effect at the time of termination of
Rosenfeld's employment if Rosenfeld had been employed by the Company for the
entire year in which Rosenfeld's employment terminates, but based on the
actual number of days Rosenfeld was employed by the Company in that year and
the actual salary paid to Rosenfeld by the Company with respect to the period
through the date of termination. The Company may offset against the payments
described in this paragraph 5.(a) the proceeds of any life insurance policy
insuring Rosenfeld's life (i) that is acquired after January 31, 1996 and does
not replace insurance provided by the Company to Rosenfeld as of January 31,
1996, and (ii) that are paid to a beneficiary designated by Rosenfeld or to
his estate, if the Company paid the premiums with respect to such insurance.
If the Company makes such an offset with respect to payments under paragraph
5.(a)(i), the remaining amounts due pursuant to paragraph 5.(a)(i) shall be
paid in equal installments over the same period set forth in paragraph
5.(a)(i). In addition to payments pursuant to this paragraph 5.(a), the
Company will continue to maintain medical and hospitalization insurance with
the same spouse and dependent coverage and in the same amounts as the
insurance maintained by the Company immediately prior to his death, for five
years after the date of Rosenfeld's death. In addition, the principal amount
of split dollar life insurance currently maintained by the Company for
Rosenfeld, less the total premium payments made by the Company, shall be paid
to beneficiaries designated by Rosenfeld. Rosenfeld shall cooperate with the
Company in connection with its obtaining any additional life insurance on
Rosenfeld's life and any additional disability insurance with respect to
Rosenfeld in connection with the payments required by this paragraph 5.(a),
paragraph 5.(b) or otherwise.

(b) Permanent Incapacity. If employment is terminated due to
Rosenfeld's permanent incapacity (established to the reasonable satisfaction
of the Board of Directors of the Company), the Company shall (i) continue to
pay an amount equal to Rosenfeld's salary, at the annual rate in effect
immediately prior to the date of his termination due to his permanent
incapacity ("Termination Date"), from the Termination Date until three years
after the Termination Date, and after three years after the Termination Date
at one-half such annual rate until five years after the Termination Date, and
(ii) pay the pro rata bonus, if any, that would have been payable to Rosenfeld
under any bonus plan in effect at the Termination Date if Rosenfeld had been
employed by the Company for the entire year in which Rosenfeld's

<PAGE>

employment terminates, but based on the actual number of days Rosenfeld was
employed by the Company in that year and the actual salary paid to Rosenfeld
by the Company with respect to the period through the Termination Date. In
addition, the Company will continue to maintain medical, hospitalization and
life insurance with the same coverage (including any spouse and dependent
coverage) and in the same amounts as the insurance maintained by the Company
immediately prior to his incapacity, for five years after the Termination
Date. The Company may offset against any of the payments described in this
paragraph 5.(b), disability benefits, if any, paid under any insurance
maintained by the Company. In addition, if Rosenfeld dies at any time during
the period payments are required under this paragraph 5.(b), the Company may
offset against any of the payments described in this paragraph 5.(b) the
proceeds of any life insurance policy insuring Rosenfeld's life (i) that is
acquired after January 31, 1996 and does not replace insurance provided by the
Company to Rosenfeld as of January 31, 1996, and (ii) that are paid to a
beneficiary designated by Rosenfeld or to his estate, if the Company paid the
premiums with respect to such insurance. If the Company makes such an offset
with respect to payments under paragraph 5.(b)(i), the remaining amounts due
pursuant to paragraph 5.(b)(i) shall be paid in equal installments over the
same period set forth in paragraph 5.(b)(i). Rosenfeld shall cooperate with
the Company in connection with its obtaining any additional life insurance on
Rosenfeld's life and any additional disability insurance with respect to
Rosenfeld in connection with the payments required by this paragraph 5.(b),
paragraph 5.(a) or otherwise.

(c) Termination for Good Cause. If employment is terminated for
good cause (as determined in good faith by the Board of Directors of the
Company), or if Rosenfeld resigns before the expiration of the term of this
Agreement, the Company shall have no obligation to pay any salary or any other
amount in lieu thereof for any period after the date of termination of
employment.

(d) Termination Without Good Cause. Except as provided in
paragraph 5.(e), if the Company terminates Rosenfeld's employment without good
cause before the expiration of the term of this Agreement (other than as a
result of Rosenfeld's death or permanent incapacity), the Company shall (i)
continue to pay an amount equal to Rosenfeld's salary, at the annual rate in
effect immediately prior to such termination of employment, and shall continue
to provide medical and hospitalization insurance with the same coverage
(including any spouse and dependent coverage) and in the same amounts as the
insurance maintained by the Company immediately prior to such termination of
employment, for the balance of the term of this Agreement or one year,
whichever is greater, and (ii) pay the pro rata bonus, if any, that would have
been payable to Rosenfeld under any bonus plan in effect at the time of
termination of Rosenfeld's employment if Rosenfeld had been employed by the
Company for the entire year in which Rosenfeld's employment terminates, but
based on the actual number of days Rosenfeld was employed by the Company in
that year and the actual salary paid to Rosenfeld by the Company with respect
to the period through the date of termination. In such event, Rosenfeld shall
use reasonable efforts to find new employment. Commencing one year after
termination, the Company's continuing payment obligation, if any, shall be
reduced by the amount of any other salary, consulting fees, or other
compensation or remuneration for services, however designated, received by
Rosenfeld with respect to any remaining part of the period covered by

<PAGE>

the Company's obligation, and its continuing medical and hospitalization
insurance obligation shall be reduced by the amount of any other medical and
hospitalization insurance provided to Rosenfeld with respect to any remaining
part of such period.

(e) Change in Control. If Rosenfeld is entitled to receive
severance benefits pursuant to the letter agreement between Rosenfeld and the
Company, dated December 18, 1995 (the "Severance Agreement"), such severance
benefits shall be exclusive and in lieu of any other severance benefits to
which Rosenfeld may be entitled, except for any benefits under the terms of
any stock options or restricted stock agreements Rosenfeld may have. The
Severance Agreement is incorporated into this paragraph 5.(e) by reference,
and the payments and benefits provided for in the Severance Agreement shall be
deemed payments and benefits expressly provided for in this paragraph 5 for
purposes of paragraph 5.(h).

(f) Split Dollar Life Insurance. If Rosenfeld's employment by
the Company is terminated for any reason except Rosenfeld's death, the split
dollar life insurance policy referred to in paragraph 5.(a) shall be disposed
of in accordance with the terms of a certain Split Dollar Agreement dated
December 20, 1988 between the parties, as the same may be amended from time to
time.

(g) Transfer of Insurance Policies. If Rosenfeld's employment
by the Company is terminated for any reason except Rosenfeld's death or
permanent incapacity, the Company will cooperate with Rosenfeld, to the extent
Rosenfeld so desires, to transfer to Rosenfeld, at no cost to the Company, the
life and disability insurance maintained by the Company on his behalf
immediately before the termination of his employment, to the extent permitted
by the applicable insurance policies. If Rosenfeld's employment by the Company
is terminated as a result of Rosenfeld's permanent incapacity, the Company
will cooperate with Rosenfeld, to the extent Rosenfeld so desires, to transfer
to Rosenfeld, at no cost to the Company, the life insurance maintained by the
Company on his behalf as of the date five years after the termination of his
employment, to the extent permitted by the applicable insurance policies.

(h) No Other Employment Benefits. Except for the payments and
benefits expressly provided for in this paragraph 5, Rosenfeld shall not be
entitled to any salary, bonus, or any other employment benefits, however
designated, after his termination of employment with the Company.

6. Payment. Amounts equal to salary, other than deferred compensation,
as well as death benefits pursuant to paragraph 5.(a), other than proceeds of
life insurance, and amounts equal to salary, other than deferred compensation
and proceeds of life insurance, paid pursuant to paragraphs 5.(b), 5.(d) and
5.(e), shall be paid in monthly or other regular periodic installments no less
frequent than monthly. Amounts equal to the pro rata portion of Rosenfeld's
bonus for the year of termination paid pursuant to paragraphs 5.(a), 5.(b),
and 5.(d) shall be paid at the time they are paid to other participants in the
applicable bonus plan. Deferred compensation, with interest thereon, shall be
paid as provided in the Jacobson Stores Inc.

<PAGE>

Deferred Compensation Plan, as amended from time to time. All such payments
shall be made to Rosenfeld while he is living; and in the event of his death,
the payments shall be made to Rosenfeld's wife, if she is then living, or to
his estate or any beneficiary or beneficiaries he designates in writing during
his lifetime.

7. Miscellaneous Provisions. This Agreement supersedes all previous
employment agreements between the parties. It shall be construed according to
the laws of Michigan, and shall be binding on and enforceable by the parties
and their successors in interest. In addition to all other remedies available
at law, it shall be specifically enforceable by any court having jurisdiction.
Paragraph headings are for convenience only and shall not affect the
construction of any provision. The rights and obligations hereunder,
particularly but without limitation including paragraph 5.(e), shall survive
the expiration of the term of this Agreement.

IN THE PRESENCE OF: JACOBSON STORES INC.

/s/ Frank W. Hones BY: /s/ Paul W. Gilbert
- -------------------------- ---------------------------------
Paul W. Gilbert,
Vice Chairman of the Board

/s/ Meredith A. Szostek BY: /s/ Richard Z. Rosenfeld
- -------------------------- ---------------------------------
Richard Z. Rosenfeld,
Secretary

/s/ Susan J. Clingerman /s/ Mark K. Rosenfeld
- -------------------------- ---------------------------------
Mark K. Rosenfeld

EXHIBIT 10(b)

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 1, 1996, between
JACOBSON STORES INC., a Michigan corporation, of Jackson, Michigan (the
"Company"), and PAUL W. GILBERT, of Jackson, Michigan ("Gilbert").

THE PARTIES HEREBY AGREE that the Employment Agreement between them,
dated March 23, 1994, as amended effective February 1, 1995, is restated,
effective February 1, 1996, as follows:

1. Employment and Term. The Company employs Gilbert as Vice Chairman
of the Board, and Gilbert agrees to serve in that capacity and/or in such
other capacity or capacities as the Board of Directors of the Company deems
advisable, for a term of three years commencing February 1, 1996 and
continuing through January 31, 1999, unless terminated sooner pursuant to the
provisions of paragraph 5, for the compensation and on the terms set forth
herein.

2. Compensation. Subject to the provisions of paragraph 5, Gilbert's
salary shall be Two Hundred Twenty Thousand Dollars ($220,000.00) per year.
Gilbert shall also participate in such plans and additional benefits as may
generally be available from time to time to other executive officers of the
Company.

3. Deferred Compensation. Gilbert may determine that payment of any
part of Gilbert's salary for any year shall be deferred pursuant to, and on
the terms and conditions set forth in, the Jacobson Stores Inc. Deferred
Compensation Plan, as amended from time to time. If any part of Gilbert's
salary for a year is deferred, one-twelfth of such amount shall be deferred
each month during the year. Interest shall accrue on deferred compensation
from the last day of the month for which the compensation is deferred. Neither
Gilbert, his estate, his wife, nor any beneficiary shall have any power to
assign or encumber the right to receive deferred compensation, and any
attempted assignment or encumbrance thereof shall be null and void.

4. Duties. Gilbert agrees, as long as his employment by the Company
continues, to devote his entire time and best efforts to furthering the
interests of the Company; to comply with all regulations and policies of the
Company; and to perform the duties requested by the Chief Executive Officer or
the Board of Directors of the Company.

5. Death, Incapacity and Other Events. Gilbert's employment under this
Agreement shall terminate on the earliest to occur of the following: (i)
immediately upon Gilbert's death, (ii) at the Company's option, immediately
when notice to Gilbert of such termination is given after Gilbert's permanent
incapacity (established to the reasonable satisfaction of the Board of
Directors of the Company), (iii) at the Company's option, immediately when
notice to Gilbert of such termination is given on or after the occurrence of
good cause for termination of his employment under this Agreement (as
determined in good faith by the Board of Directors of the

<PAGE>

Company), and (iv) immediately when notice of such termination is given to
Gilbert by the Company or 30 days after notice of such termination is given to
the Company by Gilbert. Notice will be deemed to be given on the earliest of
(i) when delivered, or (ii) three business days after mailed by certified or
registered mail, postage prepaid, return receipt requested, or (iii) one
business day after sent by recognized overnight courier, if to Gilbert, to
Gilbert's address on the Company's corporate records, and if to the Company,
to the address of its principal executive offices. The following events during
the term of this Agreement shall have the following respective effects on the
obligations of the Company pursuant hereto:

(a) Death. If employment is terminated due to Gilbert's death,
the Company shall (i) continue to pay an amount equal to Gilbert's salary, at
the annual rate of his salary in effect immediately prior to his death, from
the date of his death until two years after the date of his death, and (ii)
pay the pro rata bonus, if any, that would have been payable to Gilbert under
any bonus plan in effect at the time of termination of Gilbert's employment if
Gilbert had been employed by the Company for the entire year in which
Gilbert's employment terminates, but based on the actual number of days
Gilbert was employed by the Company in that year and the actual salary paid to
Gilbert by the Company with respect to the period through the date of
termination. The Company may offset against the payments described in this
paragraph 5.(a) the proceeds of any life insurance policy insuring Gilbert's
life (i) that is acquired after January 31, 1996 and does not replace
insurance provided by the Company to Gilbert as of January 31, 1996, and (ii)
that are paid to a beneficiary designated by Gilbert or to his estate, if the
Company paid the premiums with respect to such insurance. If the Company makes
such an offset with respect to payments under paragraph 5.(a)(i), the
remaining amounts due pursuant to paragraph 5.(a)(i) shall be paid in equal
installments over the same period set forth in paragraph 5.(a)(i). In addition
to payments pursuant to this paragraph 5.(a), the Company will continue to
maintain medical and hospitalization insurance with the same spouse and
dependent coverage and in the same amounts as the insurance maintained by the
Company immediately prior to his death, for five years after the date of
Gilbert's death. In addition, the principal amount of split dollar life
insurance currently maintained by the Company for Gilbert, less the total
premium payments made by the Company, shall be paid to beneficiaries
designated by Gilbert. Gilbert shall cooperate with the Company in connection
with its obtaining any additional life insurance on Gilbert's life and any
additional disability insurance with respect to Gilbert in connection with the
payments required by this paragraph 5.(a), paragraph 5.(b) or otherwise.

(b) Permanent Incapacity. If employment is terminated due to
Gilbert's permanent incapacity (established to the reasonable satisfaction of
the Board of Directors of the Company), the Company shall (i) continue to pay
an amount equal to Gilbert's salary, at the annual rate in effect immediately
prior to the date of his termination due to his permanent incapacity
("Termination Date"), from the Termination Date until two years after the
Termination Date, and after two years after the Termination Date at one-half
such annual rate until three years after the Termination Date, and (ii) pay
the pro rata bonus, if any, that would have been payable to Gilbert under any
bonus plan in effect at the Termination Date if Gilbert had been employed by
the Company for the entire year in which Gilbert's employment

<PAGE>

terminates, but based on the actual number of days Gilbert was employed by the
Company in that year and the actual salary paid to Gilbert by the Company with
respect to the period through the Termination Date. In addition, the Company
will continue to maintain medical, hospitalization and life insurance with the
same coverage (including any spouse and dependent coverage) and in the same
amounts as the insurance maintained by the Company immediately prior to his
incapacity, for five years after the Termination Date. The Company may offset
against any of the payments described in this paragraph 5.(b), disability
benefits, if any, paid under any insurance maintained by the Company. In
addition, if Gilbert dies at any time during the period payments are required
under this paragraph 5.(b), the Company may offset against any of the payments
described in this paragraph 5.(b) the proceeds of any life insurance policy
insuring Gilbert's life (i) that is acquired after January 31, 1996 and does
not replace insurance provided by the Company to Gilbert as of January 31,
1996, and (ii) that are paid to a beneficiary designated by Gilbert or to his
estate, if the Company paid the premiums with respect to such insurance. If
the Company makes such an offset with respect to payments under paragraph
5.(b)(i), the remaining amounts due pursuant to paragraph 5.(b)(i) shall be
paid in equal installments over the same period set forth in paragraph
5.(b)(i). Gilbert shall cooperate with the Company in connection with its
obtaining any additional life insurance on Gilbert's life and any additional
disability insurance with respect to Gilbert in connection with the payments
required by this paragraph 5.(b), paragraph 5.(a) or otherwise.

(c) Termination for Good Cause. If employment is terminated for
good cause (as determined in good faith by the Board of Directors of the
Company), or if Gilbert resigns before the expiration of the term of this
Agreement, the Company shall have no obligation to pay any salary or any other
amount in lieu thereof for any period after the date of termination of
employment.

(d) Termination Without Good Cause. Except as provided in
paragraph 5.(e), if the Company terminates Gilbert's employment without good
cause before the expiration of the term of this Agreement (other than as a
result of Gilbert's death or permanent incapacity), the Company shall (i)
continue to pay an amount equal to Gilbert's salary, at the annual rate in
effect immediately prior to such termination of employment, and shall continue
to provide medical and hospitalization insurance with the same coverage
(including any spouse and dependent coverage) and in the same amounts as the
insurance maintained by the Company immediately prior to such termination of
employment, for the balance of the term of this Agreement or one year,
whichever is greater, and (ii) pay the pro rata bonus, if any, that would have
been payable to Gilbert under any bonus plan in effect at the time of
termination of Gilbert's employment if Gilbert had been employed by the
Company for the entire year in which Gilbert's employment terminates, but
based on the actual number of days Gilbert was employed by the Company in that
year and the actual salary paid to Gilbert by the Company with respect to the
period through the date of termination. In such event, Gilbert shall use
reasonable efforts to find new employment. Commencing one year after
termination, the Company's continuing payment obligation, if any, shall be
reduced by the amount of any other salary, consulting fees, or other
compensation or remuneration for services, however designated, received by
Gilbert with respect to any remaining part of the period covered by the
Company's obligation, and its

<PAGE>

continuing medical and hospitalization insurance obligation shall be reduced
by the amount of any other medical and hospitalization insurance provided to
Gilbert with respect to any remaining part of such period.

(e) Change in Control. If Gilbert is entitled to receive
severance benefits pursuant to the letter agreement between Gilbert and the
Company, dated December 18, 1995 (the "Severance Agreement"), such severance
benefits shall be exclusive and in lieu of any other severance benefits to
which Gilbert may be entitled, except for any benefits under the terms of any
stock options or restricted stock agreements Gilbert may have. The Severance
Agreement is incorporated into this paragraph 5.(e) by reference, and the
payments and benefits provided for in the Severance Agreement shall be deemed
payments and benefits expressly provided for in this paragraph 5 for purposes
of paragraph 5.(h).

(f) Split Dollar Life Insurance. If Gilbert's employment by the
Company is terminated for any reason except Gilbert's death, the split dollar
life insurance policy referred to in paragraph 5.(a) shall be disposed of in
accordance with the terms of a certain Split Dollar Agreement dated January
31, 1992 between the parties, as the same may be amended from time to time.

(g) Transfer of Insurance Policies. If Gilbert's employment by
the Company is terminated for any reason except Gilbert's death or permanent
incapacity, the Company will cooperate with Gilbert, to the extent Gilbert so
desires, to transfer to Gilbert, at no cost to the Company, the life and
disability insurance maintained by the Company on his behalf immediately
before the termination of his employment, to the extent permitted by the
applicable insurance policies. If Gilbert's employment by the Company is
terminated as a result of Gilbert's permanent incapacity, the Company will
cooperate with Gilbert, to the extent Gilbert so desires, to transfer to
Gilbert, at no cost to the Company, the life insurance maintained by the
Company on his behalf as of the date five years after the termination of his
employment, to the extent permitted by the applicable insurance policies.

(h) No Other Employment Benefits. Except for the payments and
benefits expressly provided for in this paragraph 5, Gilbert shall not be
entitled to any salary, bonus, or any other employment benefits, however
designated, after his termination of employment with the Company.

6. Payment. Amounts equal to salary, other than deferred compensation,
as well as death benefits pursuant to paragraph 5.(a), other than proceeds of
life insurance, and amounts equal to salary, other than deferred compensation
and proceeds of life insurance, paid pursuant to paragraphs 5.(b), 5.(d) and
5.(e), shall be paid in monthly or other regular periodic installments no less
frequent than monthly. Amounts equal to the pro rata portion of Gilbert's
bonus for the year of termination paid pursuant to paragraphs 5.(a), 5.(b),
and 5.(d) shall be paid at the time they are paid to other participants in the
applicable bonus plan. Deferred compensation, with interest thereon, shall be
paid as provided in the Jacobson Stores Inc. Deferred Compensation Plan, as
amended from time to time. All such payments shall be made to Gilbert while he
is living; and in the event of his death, the payments shall be made to

<PAGE>

Gilbert's wife, if she is then living, or to his estate or any beneficiary or
beneficiaries he designates in writing during his lifetime.

IN THE PRESENCE OF: JACOBSON STORES INC.

/s/ Susan J. Clingerman BY: /s/ Mark K. Rosenfeld
- -------------------------- --------------------------------
Mark K. Rosenfeld,
Chairman of the Board and
Chief Executive Officer

/s/ Meredith A. Szostek BY: /s/ Richard Z. Rosenfeld
- -------------------------- --------------------------------
Richard Z. Rosenfeld,
Secretary

/s/ Frank W. Hones /s/ Paul W. Gilbert
- -------------------------- --------------------------------
Paul W. Gilbert

EXHIBIT 10(c)

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of February 1, 1996, between
JACOBSON STORES INC., a Michigan corporation, of Jackson, Michigan (the
"Company"), and JAMES B.
FOWLER, of Jackson, Michigan ("Fowler").

THE PARTIES HEREBY AGREE that the Employment Agreement between them,
dated March 23, 1994, is restated, effective February 1, 1996, as follows:

1. Employment and Term. The Company employs Fowler as President, and
Fowler agrees to serve in that capacity and/or in such other capacity or
capacities as the Board of Directors of the Company deems advisable, for a
term of three years commencing February 1, 1996 and continuing through January
31, 1999, unless terminated sooner pursuant to the provisions of paragraph 5,
for the compensation and on the terms set forth herein.

2. Compensation. Subject to the provisions of paragraph 5, Fowler's
salary shall be Two Hundred Ten Thousand Dollars ($210,000.00) per year.
Fowler shall also participate in such plans and additional benefits as may
generally be available from time to time to other executive officers of the
Company.

3. Deferred Compensation. Fowler may determine that payment of any
part of Fowler's salary for any year shall be deferred pursuant to, and on the
terms and conditions set forth in, the Jacobson Stores Inc. Deferred
Compensation Plan, as amended from time to time. If any part of Fowler's
salary for a year is deferred, one-twelfth of such amount shall be deferred
each month during the year. Interest shall accrue on deferred compensation
from the last day of the month for which the compensation is deferred. Neither
Fowler, his estate, his wife, nor any beneficiary shall have any power to
assign or encumber the right to receive deferred compensation, and any
attempted assignment or encumbrance thereof shall be null and void.

4. Duties. Fowler agrees, as long as his employment by the Company
continues, to devote his entire time and best efforts to furthering the
interests of the Company; to comply with all regulations and policies of the
Company; and to perform the duties requested by the Chief Executive Officer or
the Board of Directors of the Company.

5. Death, Incapacity and Other Events. Fowler's employment under this
Agreement shall terminate on the earliest to occur of the following: (i)
immediately upon Fowler's death, (ii) at the Company's option, immediately
when notice to Fowler of such termination is given after Fowler's permanent
incapacity (established to the reasonable satisfaction of the Board of
Directors of the Company), (iii) at the Company's option, immediately when
notice to Fowler of such termination is given on or after the occurrence of
good cause for termination of his employment under this Agreement (as
determined in good faith by the Board of Directors of the Company), and (iv)
immediately when notice of such termination is given to Fowler by the Company
or 30 days after notice of such termination is given to the Company by Fowler.

<PAGE>

Notice will be deemed to be given on the earliest of (i) when delivered, or
(ii) three business days after mailed by certified or registered mail, postage
prepaid, return receipt requested, or (iii) one business day after sent by
recognized overnight courier, if to Fowler, to Fowler's address on the
Company's corporate records, and if to the Company, to the address of its
principal executive offices. The following events during the term of this
Agreement shall have the following respective effects on the obligations of
the Company pursuant hereto:

(a) Death. If employment is terminated due to Fowler's death,
the Company shall (i) continue to pay an amount equal to Fowler's salary, at
the annual rate of his salary in effect immediately prior to his death, from
the date of his death until two years after the date of his death, and (ii)
pay the pro rata bonus, if any, that would have been payable to Fowler under
any bonus plan in effect at the time of termination of Fowler's employment if
Fowler had been employed by the Company for the entire year in which Fowler's
employment terminates, but based on the actual number of days Fowler was
employed by the Company in that year and the actual salary paid to Fowler by
the Company with respect to the period through the date of termination. The
Company may offset against the payments described in this paragraph 5.(a) the
proceeds of any life insurance policy insuring Fowler's life (i) that is
acquired after January 31, 1996 and does not replace insurance provided by the
Company to Fowler as of January 31, 1996, and (ii) that are paid to a
beneficiary designated by Fowler or to his estate, if the Company paid the
premiums with respect to such insurance. If the Company makes such an offset
with respect to payments under paragraph 5.(a)(i), the remaining amounts due
pursuant to paragraph 5.(a)(i) shall be paid in equal installments over the
same period set forth in paragraph 5.(a)(i). In addition to payments pursuant
to this paragraph 5.(a), the Company will continue to maintain medical and
hospitalization insurance with the same spouse and dependent coverage and in
the same amounts as the insurance maintained by the Company immediately prior
to his death, for five years after the date of Fowler's death. In addition,
the principal amount of split dollar life insurance currently maintained by
the Company for Fowler, less the total premium payments made by the Company,
shall be paid to beneficiaries designated by Fowler. Fowler shall cooperate
with the Company in connection with its obtaining any additional life
insurance on Fowler's life and any additional disability insurance with
respect to Fowler in connection with the payments required by this paragraph
5.(a), paragraph 5.(b) or otherwise.

(b) Permanent Incapacity. If employment is terminated due to
Fowler's permanent incapacity (established to the reasonable satisfaction of
the Board of Directors of the Company), the Company shall (i) continue to pay
an amount equal to Fowler's salary, at the annual rate in effect immediately
prior to the date of his termination due to his permanent incapacity
("Termination Date"), from the Termination Date until two years after the
Termination Date, and after two years after the Termination Date at one-half
such annual rate until three years after the Termination Date, and (ii) pay
the pro rata bonus, if any, that would have been payable to Fowler under any
bonus plan in effect at the Termination Date if Fowler had been employed by
the Company for the entire year in which Fowler's employment terminates, but
based on the actual number of days Fowler was employed by the Company in that
year and the actual salary paid to Fowler by the Company with respect to the
period through

<PAGE>

the Termination Date. In addition, the Company will continue to maintain
medical, hospitalization and life insurance with the same coverage (including
any spouse and dependent coverage) and in the same amounts as the insurance
maintained by the Company immediately prior to his incapacity, for five years
after the Termination Date. The Company may offset against any of the payments
described in this paragraph 5.(b), disability benefits, if any, paid under any
insurance maintained by the Company. In addition, if Fowler dies at any time
during the period payments are required under this paragraph 5.(b), the
Company may offset against any of the payments described in this paragraph
5.(b) the proceeds of any life insurance policy insuring Fowler's life (i)
that is acquired after January 31, 1996 and does not replace insurance
provided by the Company to Fowler as of January 31, 1996, and (ii) that are
paid to a beneficiary designated by Fowler or to his estate, if the Company
paid the premiums with respect to such insurance. If the Company makes such an
offset with respect to payments under paragraph 5.(b)(i), the remaining
amounts due pursuant to paragraph 5.(b)(i) shall be paid in equal installments
over the same period set forth in paragraph 5.(b)(i). Fowler shall cooperate
with the Company in connection with its obtaining any additional life
insurance on Fowler's life and any additional disability insurance with
respect to Fowler in connection with the payments required by this paragraph
5.(b), paragraph 5.(a) or otherwise.

(c) Termination for Good Cause. If employment is terminated for
good cause (as determined in good faith by the Board of Directors of the
Company), or if Fowler resigns before the expiration of the term of this
Agreement, the Company shall have no obligation to pay any salary or any other
amount in lieu thereof for any period after the date of termination of
employment.

(d) Termination Without Good Cause. Except as provided in
paragraph 5.(e), if the Company terminates Fowler's employment without good
cause before the expiration of the term of this Agreement (other than as a
result of Fowler's death or permanent incapacity), the Company shall (i)
continue to pay an amount equal to Fowler's salary, at the annual rate in
effect immediately prior to such termination of employment, and shall continue
to provide medical and hospitalization insurance with the same coverage
(including any spouse and dependent coverage) and in the same amounts as the
insurance maintained by the Company immediately prior to such termination of
employment, for the balance of the term of this Agreement or one year,
whichever is greater, and (ii) pay the pro rata bonus, if any, that would have
been payable to Fowler under any bonus plan in effect at the time of
termination of Fowler's employment if Fowler had been employed by the Company
for the entire year in which Fowler's employment terminates, but based on the
actual number of days Fowler was employed by the Company in that year and the
actual salary paid to Fowler by the Company with respect to the period through
the date of termination. In such event, Fowler shall use reasonable efforts to
find new employment. Commencing one year after termination, the Company's
continuing payment obligation, if any, shall be reduced by the amount of any
other salary, consulting fees, or other compensation or remuneration for
services, however designated, received by Fowler with respect to any remaining
part of the period covered by the Company's obligation, and its continuing
medical and hospitalization insurance obligation shall be reduced by the
amount of

<PAGE>

any other medical and hospitalization insurance provided to Fowler with
respect to any remaining part of such period.

(e) Change in Control. If Fowler is entitled to receive
severance benefits pursuant to the letter agreement between Fowler and the
Company, dated December 18, 1995 (the "Severance Agreement"), such severance
benefits shall be exclusive and in lieu of any other severance benefits to
which Fowler may be entitled, except for any benefits under the terms of any
stock options or restricted stock agreements Fowler may have. The Severance
Agreement is incorporated into this paragraph 5.(e) by reference, and the
payments and benefits provided for in the Severance Agreement shall be deemed
payments and benefits expressly provided for in this paragraph 5 for purposes
of paragraph 5.(h).

(f) Split Dollar Life Insurance. If Fowler's employment by the
Company is terminated for any reason except Fowler's death, the split dollar
life insurance policy referred to in paragraph 5.(a) shall be disposed of in
accordance with the terms of a certain Split Dollar Agreement dated January
31, 1992 between the parties, as the same may be amended from time to time.

(g) Transfer of Insurance Policies. If Fowler's employment by
the Company is terminated for any reason except Fowler's death or permanent
incapacity, the Company will cooperate with Fowler, to the extent Fowler so
desires, to transfer to Fowler, at no cost to the Company and in exchange for
a payment by Fowler to the Company equal to the value of the Company's
interest in the policies, the life and disability insurance maintained by the
Company on his behalf immediately before the termination of his employment, to
the extent permitted by the applicable insurance policies. If Fowler's
employment by the Company is terminated as a result of Fowler's permanent
incapacity, the Company will cooperate with Fowler, to the extent Fowler so
desires, to transfer to Fowler, at no cost to the Company and in exchange for
a payment by Fowler to the Company equal to the value of the Company's
interest in the policies, the life insurance maintained by the Company on his
behalf as of the date five years after the termination of his employment, to
the extent permitted by the applicable insurance policies.

(h) No Other Employment Benefits. Except for the payments and
benefits expressly provided for in this paragraph 5, Fowler shall not be
entitled to any salary, bonus, or any other employment benefits, however
designated, after his termination of employment with the Company.

6. Payment. Amounts equal to salary, other than deferred compensation,
as well as death benefits pursuant to paragraph 5.(a), other than proceeds of
life insurance, and amounts equal to salary, other than deferred compensation
and proceeds of life insurance, paid pursuant to paragraphs 5.(b), 5.(d) and
5.(e), shall be paid in monthly or other regular periodic installments no less
frequent than monthly. Amounts equal to the pro rata portion of Fowler's bonus
for the year of termination paid pursuant to paragraphs 5.(a), 5.(b), and
5.(d) shall be paid at the time they are paid to other participants in the
applicable bonus plan. Deferred compensation, with interest thereon, shall be
paid as provided in the Jacobson Stores Inc.

<PAGE>

Deferred Compensation Plan, as amended from time to time. All such payments
shall be made to Fowler while he is living; and in the event of his death, the
payments shall be made to Fowler's wife, if she is then living, or to his
estate or any beneficiary or beneficiaries he designates in writing during his
lifetime.

IN THE PRESENCE OF: JACOBSON STORES INC.

/s/ Susan J. Clingerman BY: /s/ Mark K. Rosenfeld
- -------------------------- -------------------------------
Mark K. Rosenfeld,
Chairman of the Board and
Chief Executive Officer

/s/ Meredith A. Szostek BY: /s/ Richard Z. Rosenfeld
- -------------------------- -------------------------------
Richard Z. Rosenfeld,
Secretary

/s/ Paul W. Gilbert /s/ James B. Fowler
- -------------------------- -------------------------------
James B. Fowler

EXHIBIT 10(d)

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into March 27 , 1996, between JACOBSON
STORES INC., a Michigan corporation, of Jackson, Michigan (the "Company"), and
Robert L. Moles (the "Employee").

THE PARTIES AGREE AS FOLLOWS:

1. Employment and Term. The Company employs Employee as Senior Vice
President - Stores , and Employee agrees to serve in that capacity and/or
in such other capacity or capacities as the Chief Executive Officer of
the Company deems advisable, commencing January 28, 1996, and continuing
through January 25, 1997, unless terminated sooner pursuant to the provisions
of paragraph 4, for the salary and on the terms set forth herein.

2. Compensation. Subject to the provisions of paragraph 4, the Company
agrees to pay Employee salary at an annual rate of $ 130,000.00 , in bi-weekly
or other regular periodic installments no less frequent than monthly.

3. Duties. Employee agrees, as long as employment by the Company
continues, to devote Employee's entire time and best efforts to furthering the
interests of the Company; to comply with all regulations and policies of the
Company; and to perform the duties requested by any officers and executives of
the Company to whom the Employee is directed to report.

4. Termination. Employee's employment under this Agreement shall
terminate on the earliest to occur of the following: (1) immediately upon
Employee's death, (2) at the Company's option, immediately when notice to
Employee of such termination is given after Employee's permanent incapacity
(established to the reasonable satisfaction of the Chief Executive Officer of
the Company), (3) at the Company's option, immediately when notice to Employee
of such termination is given (for any reason or for no reason and regardless
of whether there is good cause for such termination), (4) 30 days after notice
of such termination is given to the Company by Employee, and (5) January 25,
1997. Notice will be deemed to be given on the earliest of (1) when delivered,
or (2) three business days after mailed by certified or registered mail,
postage prepaid, return receipt requested, or (3) one business day after sent
by recognized overnight courier, if to Employee, to Employee's address on the
Company's corporate records, and if to the Company, to the address of its
principal executive offices. The following events during the term of this
Agreement shall have the following respective effects on the obligations of
the Company pursuant hereto:

(a) If employment is terminated due to Employee's death or
permanent incapacity, the Company shall have no obligation to pay any salary
or other amounts or benefits under this Agreement or otherwise for any period
after the date of termination of employment, but benefits may continue to the
extent provided in any wage continuation program, insurance, or other employee
benefit plans that are generally applicable to all employees of the Company
and that are maintained by the Company at that time.

<PAGE>

(b) Except as otherwise provided in paragraph 4(c), if
employment is terminated by the Company (for any reason or for no reason and
regardless of whether there is good cause for such termination), or if
Employee resigns or retires before or at the expiration of the term, the
Company shall have no obligation to pay any salary or other amounts or
benefits under this Agreement or otherwise for any period after the date of
termination of employment.

(c) If (1) a "Change in Control" (as defined below) occurs
during the term of Employee's employment under this Agreement, and (2) either
Employee terminates Employee's employment with the "Entity" (as defined below)
for "Good Reason" (as defined below) or the "Entity" terminates Employee's
employment without "Cause" (as defined below), both within one year after the
Change in Control, Employee will receive an amount equal to Employee's annual
salary at the rate set forth in paragraph 2 for the period from the date of
such termination through the date that is 12 months after the date such Change
in Control occurs. Such payments shall be made at the times provided in
paragraph 2. The Company may withhold from such payments all federal, state,
city and other taxes to the extent such taxes are required to be withheld by
applicable law. The Company's obligation to pay the salary continuation
payments provided in this paragraph 4(c) shall survive the expiration of the
term.

(i) For purposes of this Agreement, a "Change in Control"
occurs on the first day any one or more of the following occurs:

(A) any person (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), together with all affiliates and
associates of such person (as such terms are defined in Rule
12b-2 under the Exchange Act) but excluding all "Excluded
Persons" (as defined in paragraph 4(c)(ii)), becomes the direct
or indirect beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of securities of the Company
representing (A) 40% or more of the combined voting power of all
of the Company's outstanding securities entitled to vote
generally in the election of the Company's directors, or (B) 40%
or more of the combined shares of the Company's capital stock
then outstanding, all except in connection with any merger,
consolidation, reorganization or share exchange involving the
Company;

(B) the consummation of any merger, consolidation,
reorganization or share exchange involving the Company, unless
the holders of the Company's capital stock outstanding
immediately before such transaction own more than 50% of the
combined outstanding shares of capital stock and have more than
50% of the combined voting power in the surviving entity after
such transaction and they own such securities in substantially
the same proportions (relative to each other) as they owned the
Company's capital stock immediately before such transaction;

(C) the consummation of any sale or other
disposition (in one transaction or a series of related
transactions) of all, or substantially all, of the Company's
assets to a person whose acquisition of 40% or more of the
combined shares of the Company's capital stock then outstanding
would have caused a Change in Control under paragraph
4(c)(i)(A); or

- 2 -

<PAGE>

(D) the "Continuing Directors" (as defined in
paragraph 4(c)(iii)) cease to be a majority of the Company's
directors.

A determination by the Company's Continuing Directors (by resolution
of at least a majority of the Continuing Directors) as to whether a
Change in Control has occurred for purposes of this Agreement, the
date on which it has occurred or both shall be conclusive for
purposes of this Agreement.

(ii) For purposes of this Agreement, the "Excluded Persons"
are (1) Employee, (2) any "group" (as that term is used in Section
13(d) of the Exchange Act and the rules thereunder) that includes
Employee or in which Employee is, or has agreed to become, an equity
participant, (3) any entity in which Employee is, or has agreed to
become, an equity participant, (4) the Company, (5) any subsidiary of
the Company, (6) any employee benefit plan of the Company or any
subsidiary of the Company or the related trust, (7) any entity to the
extent it is holding capital stock of the Company for or pursuant to
the terms of any employee benefit plan of the Company or any
subsidiary of the Company, and (8) any director, officer or
beneficial owner of at least 10% of the Company's outstanding Common
Stock as of the date of this Agreement. For purposes of this
Agreement, Employee shall not be deemed an "equity participant" in
any group or entity (1) in which Employee owns for investment
purposes only no more than 5% of the stock of a publicly-traded
entity whose stock is either listed on a national stock exchange or
quoted in The NASDAQ National Market, if Employee is not otherwise
affiliated with such group or entity, or (2) if Employee's
participation is fully-disclosed to, and approved by, the Company's
Chief Executive Officer before the Change in Control occurs.

(iii) For purposes of this Agreement, the "Continuing
Directors" are the directors of the Company as of the date of this
Agreement, and any person who subsequently becomes a director if such
person is appointed to be a director by a majority of the Continuing
Directors or if such person's initial nomination for election or
initial election as a director is recommended or approved by a
majority of the Continuing Directors.

(iv) Termination of Employee's employment for "Good Reason"
means Employee's voluntary termination of employment with the Entity
after a Change in Control as a result of (1) any decrease by the
Entity (without Employee's consent) in Employee's salary from
Employee's salary immediately before such Change in Control;
provided, that no such decrease shall constitute "Good Reason" if
such decrease is applied in the same manner to all officers or
employees at the same employment level as Employee (such as all
officers or all store managers, as the case may be), (2) a
substantial change by the Entity (without Employee's consent) in
Employee's duties or responsibilities from Employee's duties and
responsibilities immediately before such Change in Control, or (3)
any requirement by the Entity (to which Employee does not consent)
that Employee change Employee's primary place of business. "Good
Reason" will not include Employee's death, permanent incapacity or
Retirement (as defined below), or Employee's resignation other than
as provided in the preceding sentence. For purposes of this
Agreement, "Retirement" means Employee's retirement from the Entity
in accordance with the Entity's normal policies.

- 3 -

<PAGE>

(v) The Entity's termination of Employee's employment
without "Cause" means a termination other than for (1) Employee's
continued failure either to (A) devote substantially full time to
Employee's employment duties (except because of Employee's illness or
disability) or (B) make a good faith effort to perform Employee's
employment duties; (2) any other willful act or omission which
Employee knew, or had reason to know, would materially injure the
Entity; or (3) Employee's conviction of a felony involving dishonesty
or fraud.

(vi) For purposes of this Agreement, the "Entity" shall
mean both (1) the Company and (2) in connection with a Change in
Control defined in paragraph 4(c)(i)(B) or paragraph 4(c)(i)(C), the
survivor of the merger, consolidation, reorganization or share
exchange involving the Company and the buyer of all, or substantially
all, of the Company's assets, if such additional entity described in
this clause (2) (if other than the Company) has offered to employ
Employee on such terms that would not constitute "Good Reason" for
termination of Employee's employment if imposed by the Company.
Therefore, for purposes of this paragraph 4(c), Employee shall not be
deemed to have terminated Employee's employment with the Entity for
"Good Reason" and the "Entity" shall not be deemed to have terminated
Employee's employment without "Cause" unless such actions are taken
by all entities included within the definition of "Entity". In
addition, for purposes of this paragraph 4(c), Employee shall not be
deemed to have terminated Employee's employment with the Entity for
"Good Reason" and the "Entity" shall not be deemed to have terminated
Employee's employment without "Cause" if (1) the survivor of the
merger, consolidation, reorganization or share exchange involving the
Company and the buyer of all, or substantially all, of the Company's
assets has offered to employ Employee on such terms that would not
constitute "Good Reason" for termination of Employee's employment if
imposed by the Company, (2) Employee refuses such employment, and (3)
the Company terminates Employee's employment for any reason or for no
reason.

(d) The severance benefits provided in this paragraph 4 are
exclusive and in lieu of any other severance benefits to which Employee may be
entitled, except for any benefits under the terms of any stock options or
restricted stock agreements Employee may have.

(e) There is not, nor will there be unless in writing signed by
both Employee and the Company, any express or implied agreement as to
Employee's continued employment by the Company after the end of the term of
Employee's employment under this Agreement. Employee's subsequent employment
with the Company, if any, will be employment "at will", and the provisions of
this Agreement will not apply to any such employment.

5. Previous Agreements Superseded. This Agreement supersedes all
previous employment agreements between the parties.

6. Miscellaneous Provisions. This Agreement may be amended only by
written agreement signed by either the Chairman, Vice Chairman or the
President of the Company. It shall be construed according to the laws of
Michigan, and shall be binding on and enforceable by the parties and their
successors in interest.

- 4 -

<PAGE>

IN THE PRESENCE OF: JACOBSON STORES INC.

/s/ Prudie DeWaters By: /s/ Mark K. Rosenfeld
- ---------------------- -----------------------------
Its Chairman and CEO
COMPANY

/s/ Prudie DeWaters /s/ Robert L. Moles
- ---------------------- -----------------------------
EMPLOYEE

- 5 -

Mark K. Rosenfeld
December 18, 1995
Page 1

EXHIBIT 10(e)

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

December 18, 1995

Mark K. Rosenfeld
3333 Sargent Road
Jackson, Michigan 49201

Re: Change in Control Severance Agreement

Dear Mark:

The Board of Directors of Jacobson Stores Inc. (the "Company") has
decided to provide you with severance benefits if your employment with the
Company terminates in connection with a Change in Control (as defined in
paragraph 1.(b)) on the terms described below:

1. Right to Receive Benefits.

(a) You shall receive the severance benefits described in
+paragraph 2 if (1) a "Change in Control" (as defined in paragraph 1.(b))
occurs during the Period (as defined in paragraph 3), and (2) either (A) at
any time during the period beginning 90 days before, and ending two years
after, the Change in Control, you terminate your employment with the Company
for "Good Reason" (as defined in paragraph 1.(e)) or the Company terminates
your employment without "Cause" (as defined in paragraph 1.(f)), or (B) at any
time during the 13th month after the Change in Control, you terminate your
employment with the Company for any reason or for no reason.

(b) For purposes of this Agreement, a "Change in Control"
occurs on the first day any one or more of the following occurs:

(1) any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), together with all affiliates and associates of such person (as such
terms are defined in Rule 12b-2 under the Exchange Act) but excluding all
"Excluded Persons" (as defined in paragraph 1.(c)), becomes the direct or
indirect beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of securities of the Company representing (A) 40% or more of the combined
voting power of all of the Company's outstanding securities entitled to vote
generally in the election of the Company's directors, or (B) 40% or more of
the combined shares of the Company's capital stock then outstanding, all
except in connection with any merger, consolidation, reorganization or share
exchange involving the Company;

(2) the consummation of any merger, consolidation,
reorganization or share exchange involving the Company, unless the holders of
the Company's capital stock outstanding

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 2

immediately before such transaction own more than 50% of the combined
outstanding shares of capital stock and have more than 50% of the combined
voting power in the surviving entity after such transaction and they own such
securities in substantially the same proportions (relative to each other) as
they owned the Company's capital stock immediately before such transaction;

(3) the consummation of any sale or other disposition
(in one transaction or a series of related transactions) of all, or
substantially all, of the Company's assets to a person whose acquisition of
40% or more of the combined shares of the Company's capital stock then
outstanding would have caused a Change in Control under paragraph 1.(b)(1));
or

(4) the "Continuing Directors" (as defined in paragraph
1.(d)) cease to be a majority of the Company's directors.

(c) For purposes of this Agreement, the "Excluded Persons" are
(i) you, (ii) any "group" (as that term is used in Section 13(d) of the
Exchange Act and the rules thereunder) that includes you or in which you are,
or have agreed to become, an equity participant, (iii) any entity in which you
are, or have agreed to become, an equity participant, (iv) the Company, (v)
any subsidiary of the Company, (vi) any employee benefit plan of the Company
or any subsidiary of the Company or the related trust, (vii) any entity to the
extent it is holding capital stock of the Company for or pursuant to the terms
of any employee benefit plan of the Company or any subsidiary of the Company,
and (viii) any director, officer or beneficial owner of at least 10% of the
Company's outstanding Common Stock as of the date of this Agreement. For
purposes of this Agreement, you shall not be deemed an "equity participant" in
any group or entity (i) in which you own for investment purposes only no more
than 5% of the stock of a publicly-traded entity whose stock is either listed
on a national stock exchange or quoted in The NASDAQ National Market, if you
are not otherwise affiliated with such group or entity, or (ii) if your
participation is fully-disclosed to, and approved by, the Company's Board of
Directors and the Continuing Directors before the Change in Control occurs.

(d) For purposes of this Agreement, the "Continuing Directors"
are the directors of the Company as of the date of this Agreement, and any
person who subsequently becomes a director if such person is appointed to be a
director by a majority of the Continuing Directors or if such person's initial
nomination for election or initial election as a director is recommended or
approved by a majority of the Continuing Directors.

(e) Termination of your employment for "Good Reason" means your
voluntary termination of employment with the Company before or after a Change
in Control as a result of (1) any change by the Company (without your consent)
in your title from your title immediately before such Change in Control, (2)
any decrease by the Company (without your consent) in your compensation or
incentives from your compensation and incentives immediately before such
Change in Control, except with respect to benefits covered by clause (3);
provided that your

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 3

bonus shall not be deemed to have decreased if you have a substantially
similar opportunity to earn a bonus as you did in the last full fiscal year
before the Change in Control, (3) any decrease by the Company (without your
consent) in your benefits from your benefits immediately before such Change in
Control, unless such decrease is applied in the same manner to all executive
officers of the Company, (4) a substantial change by the Company (without your
consent) in your duties or responsibilities from your duties and
responsibilities immediately before such Change in Control, (5) any
requirement by the Company (to which you do not consent) that you change your
primary place of business to be outside the metropolitan Jackson area, (6)
your removal from, or failure to be elected to, the Company's Board of
Directors or the Company's failure to nominate you for election to the
Company's Board of Directors, or (7) if the Change in Control results in a new
entity being a successor to the Company's business, the failure of the new
entity to assume expressly in writing the Company's obligations under this
Agreement and under any written employment agreement between you and the
Company in effect immediately before the Change in Control. "Good Reason" will
not include your death, Disability (as defined below) or Retirement (as
defined below), or your resignation other than as provided in the preceding
sentence. For purposes of this Agreement, (1) "Disability" means (A) if you
are covered by a Company-provided disability insurance policy, the definition
of disability contained in, and entitling you to benefits under, that policy,
or (B) if you are not covered by such a policy, your inability, whether
physical or mental, to perform the normal duties of your position for six
consecutive months; and (2) "Retirement" means your retirement from the
Company in accordance with the Company's normal policies.

(f) The Company's termination of your employment without
"Cause" means a termination other than for (1) your continued failure either
to (A) devote substantially full time to your employment duties (except
because of your illness or disability) or (B) make a good faith effort to
perform your employment duties; (2) any other willful act or omission which
you knew, or had reason to know, would materially injure the Company; (3) any
breach by you of the provisions of paragraph 4, or (4) your conviction of a
felony involving dishonesty or fraud.

2. Severance Benefits. If you are entitled to severance benefits
under paragraph 1.(a), you will receive the following:

(a) an amount equal to the annual salary you were receiving
immediately before the Change in Control for the period (the "Time")
from the date of such termination through the later of (1) two years
after the date of such termination, and (2) the termination date of
any written employment agreement between you and the Company in effect
immediately before the Change in Control, without regard to any
termination as a result of your death, disability, incapacity,
termination by the Company for cause, retirement, resignation or
termination by the Company without cause; and

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 4

(b) a pro rata bonus for the year of such termination equal to
(1) the bonus paid or payable to you with respect to the last full
fiscal year of the Company before the Change in Control (the "Bonus"),
multiplied by (2) a fraction, the numerator of which shall be the
number of days in the Company's fiscal year in which such termination
occurs through the date of such termination, and the denominator of
which shall be the total number of days in the Company's fiscal year
in which such termination occurs; and

(d) a continuation during the Time of (1) the medical, dental,
life, disability, hospitalization, optical and prescription drug
benefits you and your dependents were receiving from the Company at
the time of the Change in Control (provided that if it is no longer
practical for the Company to furnish such benefits, you will be
reimbursed by the Company during the Time for the cost to you of
obtaining such benefits), (2) the Company's obligations under the
Split Dollar Agreements, dated as of December 20, 1977 and December
20, 1988, between the Company and Lynn S. Rosenfeld and Jo Anne G.
Rosenfeld, Trustee under the Irrevocable Trust, respectively, and (3)
any automobile allowance or benefits (including automobile insurance
and maintenance benefits), and continued use of any automobile,
provided to you by the Company at the time of the Change in Control.

Notwithstanding the foregoing, the total amount of all payments of cash or
property in the nature of compensation contingent on a change in the ownership
or effective control of the Company or in the ownership of a substantial
portion of the Company's assets, including, without limitation, the benefits
provided pursuant to this paragraph 2 and payments relating to any stock
options or restricted stock that vest as a result of a Change in Control,
shall not exceed the maximum amount that may be paid to you and not be deemed
a "parachute payment" resulting in an excise tax to you and a loss of
compensation deduction to the Company, all within the meaning of Section 280G
of the Internal Revenue Code of 1986, as amended, or any successor provision.
If the benefits otherwise provided pursuant to this paragraph 2 would result
in you receiving such a "parachute payment", they shall be reduced (in the
order set forth above) until they are $1.00 less than the amount that would
result in you receiving such a "parachute payment". The benefits provided in
paragraphs 2.(a), 2.(b) and 2.(c) shall be paid to you in an undiscounted lump
sum within 10 business days after the date of such termination. The Company
may withhold from such payments all federal, state, city and other taxes to
the extent such taxes are required to be withheld by applicable law.

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 5

a result of your death, disability, incapacity, termination by the Company for
cause, retirement, resignation or termination by the Company without cause,
(b) your death, (c) your Disability, (d) 90 days after the termination of your
employment (voluntarily or involuntarily and with or without Cause or Good
Reason) if (1) such termination occurs before a Change in Control, and (2) a
Change in Control does not occur during such 90 day period, and (e) January
31, 2001. Notwithstanding the foregoing, (1) if you become entitled to
severance benefits under paragraph 1.(a), the provisions of paragraph 2 of
this Agreement will continue until your eligibility to receive severance
benefits under this Agreement ceases and such provisions and the other
provisions of this Agreement not limited by the Period, including, without
limitation, paragraphs 4, 5, 6, 9 and 10 will survive the end of the Period.

4. Non-Competition; Confidentiality and Non-Solicitation.

(a) You will not, during your employment with the Company,
directly or indirectly engage in any activity which is competitive with any
business in which the Company engages.

(b) You will not at any time during or after your employment
with the Company, directly or indirectly, disclose or make accessible to any
person or entity or use in any way for your own personal gain (i) any
confidential and secret information as to the prices, costs, discounts, or
profit margins of any goods or services sold, purchased or handled by the
Company (or its subsidiaries), or (ii) any confidential or secret information
relating to the Company's (or its subsidiaries') financial structure, store
layouts, supply sources, designs, procedures, information systems,
administration or operations, except as authorized or directed by the Company
and except that the foregoing restrictions will not apply to information
generally available to others in the Company's line of business, information
in the public domain, information disclosed or made available by the Company
to any other person on a non- confidential basis or disclosures you are
required by law to make. Upon termination of your employment with the Company
for any reason, you will immediately return to the Company all confidential
materials over which you exercise any control.

(c) You will not at any time during your employment by the
Company and for two years thereafter, directly or indirectly, solicit for any
purpose, interfere with, entice away from the Company (or its subsidiaries) or
hire any employee or agent of the Company (or its subsidiaries) who was
employed by the Company within one year before the termination of your
employment.

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 6

be adequately compensated by monetary damages alone. Therefore, if you breach
or threaten to breach any of those paragraphs, in addition to any other
remedies which may be available to the Company under this agreement or at law
or equity, the Company may obtain an injunction, restraining order, or other
equitable relief against you and such other persons and entities as are
appropriate.

5. Benefits Exclusive. The severance benefits provided in this
Agreement are exclusive and in lieu of any other severance benefits to which
you may be entitled, except for any benefits under the terms of any stock
options or restricted stock agreements you may have. In particular, this
Agreement replaces and supersedes paragraph 5(e) of your Employment Agreement
with the Company, dated March 23, 1994 (the "Employment Agreement"), and the
payments and benefits provided for in this Agreement shall be deemed payments
and benefits expressly provided for in paragraph 5 of your Employment
Agreement for purposes of Section 5(g) of your Employment Agreement.

6. Employment Status. Nothing in this Agreement changes the
present status of your continued employment with the Company or otherwise
affects your present employment status with the Company.

7. Modification. This Agreement is the complete agreement between
us and may be modified only by a written instrument executed by both of us.

8. Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Michigan.

9. Costs of Enforcement. The Company shall pay on demand all of your
reasonable out-of-pocket fees, costs and expenses (including reasonable
attorneys' fees, court costs and other legal expenses and costs of
investigation) incurred by you in connection with the enforcement of this
Agreement or your Employment Agreement (as amended from time to time and
including any successor to your Employment Agreement) or in connection with
any disputes concerning the meaning or interpretation of this Agreement or
your Employment Agreement (as amended from time to time and including any
successor to your Employment Agreement). During the pendency of any such
enforcement proceeding or dispute, the Company shall continue to pay the
disputed amounts and benefits provided in this Agreement and your Employment
Agreement (as amended from time to time and including any successor to your
Employment Agreement), and if it fails to do so, the Company shall pay you
interest, at the prime or base rate announced from time to time by Comerica
Bank, on such amounts from the date they were due through the date they are
actually paid. The obligations contained in this paragraph 9 shall survive the
end of the Period.

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 7

10. Arbitration.

(a) Agreement to Arbitrate. Any disputes between the parties
with respect to the terms and conditions of this Agreement or your Employment
Agreement (as amended from time to time and including any successor to your
Employment Agreement) (other than those disputes with respect to which
equitable relief (such as specific performance or an injunction) is the
appropriate remedy) that are not resolved within 30 days after one party
notifies the other party in writing of the dispute shall be resolved by and
through binding arbitration conducted under the auspices of the American
Arbitration Association (or any like organization successor thereto) in
Jackson, Michigan. Both the foregoing agreement of the parties to arbitrate
any and all claims, and the results, determination, finding, judgment and/or
award rendered through such arbitration, shall be final and binding on the
parties to this Agreement and may be specifically enforced by legal
proceedings, and, pursuant to MCLA ss. 600.5001, the parties agree that a
judgment of any Michigan circuit court may be rendered upon any arbitration
award rendered pursuant to this paragraph 10. The parties agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this arbitration agreement and that any party may, in his or
its sole discretion, ask for specific performance and/or injunctive relief in
order to enforce or prevent any violations of the provisions of this
arbitration agreement.

(b) Procedure. Such arbitration shall be initiated by the
written notice of the dispute described in paragraph 10.(a), and such
arbitration shall be a compulsory and binding proceeding on each party. Such
arbitration proceeding shall be conducted under the commercial arbitration
rules (formal or informal) of the American Arbitration Association before one
arbitrator, and the arbitrator in any such arbitration shall be such person
who is expert in the subject matter of the dispute. The costs of the
arbitrator and the arbitration shall be borne by the Company. Each party will
bear separately the cost of its or his respective attorneys, witnesses and
experts in connection with such arbitration, subject to the Company's
obligations under paragraph 9. Time is of the essence of this arbitration
procedure, and the arbitrator shall be requested to render his or her decision
within 10 days following completion of the arbitration.

11. Successor Obligations. This Agreement will be binding upon and
inure to the benefit of the Company and its successors and assigns, and the
Company will require any successor to, or transferee of, all or substantially
all of its business or assets to assume all of the Company's obligations under
this Agreement (such successor or assign will be deemed, for purposes of this
Agreement, to be the Company). This Agreement will be binding upon you and
will inure to your benefit, but you may not assign this Agreement without the
Company's prior written consent.

12. Duplicate Copies. This Agreement may be executed in
counterparts, both of which together will be deemed an original of this
Agreement.

<PAGE>

Mark K. Rosenfeld
December 18, 1995
Page 8

13. Severability. The provisions of this Agreement will be deemed
severable, and if any part of any provision is held illegal, void or invalid
under applicable law, such provision may be changed to the extent reasonably
necessary to make the provision, as so changed, legal, valid and binding. If
any provision of this Agreement is held illegal, void or invalid in its
entirety, the remaining provisions of this Agreement will not in any way be
affected or impaired but will remain binding in accordance with their terms.

If the terms of this Agreement are acceptable to you, please sign the
enclosed copy and return it to me, at which time this Agreement will become
effective.

Very truly yours,

JACOBSON STORES INC.

By: /s/ Paul W. Gilbert
------------------------------------
Paul W. Gilbert

Its: Vice Chairman of the Board

The terms of this Agreement are agreed
and accepted as of December 18, 1995

/s/ Mark K. Rosenfeld
- -------------------------
Mark K. Rosenfeld

Paul W. Gilbert
December 18, 1995
Page 1

EXHIBIT 10(f)

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

December 18, 1995

Paul W. Gilbert
3333 Sargent Road
Jackson, Michigan 49201

Re: Change in Control Severance Agreement

Dear Paul:

1. Right to Receive Benefits.

(a) You shall receive the severance benefits described in
paragraph 2 if (1) a "Change in Control" (as defined in paragraph 1.(b))
occurs during the Period (as defined in paragraph 3), and (2) either (A) at
any time during the period beginning 90 days before, and ending two years
after, the Change in Control, you terminate your employment with the Company
for "Good Reason" (as defined in paragraph 1.(e)) or the Company terminates
your employment without "Cause" (as defined in paragraph 1.(f)), or (B) at any
time during the 13th month after the Change in Control, you terminate your
employment with the Company for any reason or for no reason.

(b) For purposes of this Agreement, a "Change in Control"
occurs on the first day any one or more of the following occurs:

(2) the consummation of any merger, consolidation,
reorganization or share exchange involving the Company, unless the holders of
the Company's capital stock outstanding

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 2

(4) the "Continuing Directors" (as defined in paragraph
1.(d)) cease to be a majority of the Company's directors.

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 3

2. Severance Benefits. If you are entitled to severance benefits
under paragraph 1.(a), you will receive the following:

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 4

(d) a continuation during the Time of (1) the medical, dental,
life, disability, hospitalization, optical and prescription drug
benefits you and your dependents were receiving from the Company at
the time of the Change in Control (provided that if it is no longer
practical for the Company to furnish such benefits, you will be
reimbursed by the Company during the Time for the cost to you of
obtaining such benefits), (2) the Company's obligations under the
Split Dollar Agreement, dated as of January 31, 1992, between the
Company and you, and (3) any automobile allowance or benefits
(including automobile insurance and maintenance benefits), and
continued use of any automobile, provided to you by the Company at the
time of the Change in Control.

3. Period. The period (the "Period") will begin on the date of this
Agreement and end on the first to occur of (a) the termination date of any
written employment agreement between you and the Company in effect from time
to time, without regard to any termination as a result of your death,
disability, incapacity, termination by the Company for cause, retirement,
resignation or termination by the Company without cause, (b) your death, (c)
your Disability, (d)

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 5

90 days after the termination of your employment (voluntarily or involuntarily
and with or without Cause or Good Reason) if (1) such termination occurs
before a Change in Control, and (2) a Change in Control does not occur during
such 90 day period, and (e) January 31, 2001. Notwithstanding the foregoing,
(1) if you become entitled to severance benefits under paragraph 1.(a), the
provisions of paragraph 2 of this Agreement will continue until your
eligibility to receive severance benefits under this Agreement ceases and such
provisions and the other provisions of this Agreement not limited by the
Period, including, without limitation, paragraphs 4, 5, 6, 9 and 10 will
survive the end of the Period.

4. Non-Competition; Confidentiality and Non-Solicitation.

(a) You will not, during your employment with the Company,
directly or indirectly engage in any activity which is competitive with any
business in which the Company engages.

(d) Paragraphs 4.(a),4.(b) and 4.(c) are intended, among other
things, to protect the confidential information described in paragraph 4.(b)
and relate to matters which are of a special and unique character, and their
violation may cause irreparable injury to the Company, the amount of which
will be extremely difficult, if not impossible, to determine and which cannot
be adequately compensated by monetary damages alone. Therefore, if you breach
or threaten to breach any of those paragraphs, in addition to any other
remedies which may be available to the

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 6

Company under this agreement or at law or equity, the Company may obtain an
injunction, restraining order, or other equitable relief against you and such
other persons and entities as are appropriate.

5. Benefits Exclusive. The severance benefits provided in this
Agreement are exclusive and in lieu of any other severance benefits to which
you may be entitled, except for any benefits under the terms of any stock
options or restricted stock agreements you may have. In particular, this
Agreement replaces and supersedes paragraph 5(e) of your Employment Agreement
with the Company, dated March 23, 1994, as amended effective February 1, 1995
(the "Employment Agreement"), and the payments and benefits provided for in
this Agreement shall be deemed payments and benefits expressly provided for in
paragraph 5 of your Employment Agreement for purposes of Section 5(g) of your
Employment Agreement.

6. Employment Status. Nothing in this Agreement changes the
present status of your continued employment with the Company or otherwise
affects your present employment status with the Company.

7. Modification. This Agreement is the complete agreement between
us and may be modified only by a written instrument executed by both of us.

8. Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Michigan.

9. Costs of Enforcement. The Company shall pay on demand all of
your reasonable out-of-pocket fees, costs and expenses (including reasonable
attorneys' fees, court costs and other legal expenses and costs of
investigation) incurred by you in connection with the enforcement of this
Agreement or your Employment Agreement (as amended from time to time and
including any successor to your Employment Agreement) or in connection with
any disputes concerning the meaning or interpretation of this Agreement or
your Employment Agreement (as amended from time to time and including any
successor to your Employment Agreement). During the pendency of any such
enforcement proceeding or dispute, the Company shall continue to pay the
disputed amounts and benefits provided in this Agreement and your Employment
Agreement (as amended from time to time and including any successor to your
Employment Agreement), and if it fails to do so, the Company shall pay you
interest, at the prime or base rate announced from time to time by Comerica
Bank, on such amounts from the date they were due through the date they are
actually paid. The obligations contained in this paragraph 9 shall survive the
end of the Period.

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 7

10. Arbitration.

12. Duplicate Copies. This Agreement may be executed in
counterparts, both of which together will be deemed an original of this
Agreement.

<PAGE>

Paul W. Gilbert
December 18, 1995
Page 8

If the terms of this Agreement are acceptable to you, please sign the
enclosed copy and return it to me, at which time this Agreement will become
effective.

Very truly yours,

JACOBSON STORES INC.

By: /s/ Mark K. Rosenfeld
------------------------------
Mark K. Rosenfeld

Its: Chairman of the Board

The terms of this Agreement are agreed
and accepted as of December 18, 1995

/s/ Paul W. Gilbert
- -----------------------
Paul W. Gilbert

James B. Fowler
December 18, 1995
Page 1

EXHIBIT 10(g)

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

December 18, 1995

James B. Fowler
3333 Sargent Road
Jackson, Michigan 49201

Re: Change in Control Severance Agreement

Dear Jim:

1. Right to Receive Benefits.

(b) For purposes of this Agreement, a "Change in Control"
occurs on the first day any one or more of the following occurs:

(2) the consummation of any merger, consolidation,
reorganization or share exchange involving the Company, unless the holders of
the Company's capital stock outstanding

<PAGE>

James B. Fowler
December 18, 1995
Page 2

(4) the "Continuing Directors" (as defined in paragraph
1.(d)) cease to be a majority of the Company's directors.

<PAGE>

James B. Fowler
December 18, 1995
Page 3

2. Severance Benefits. If you are entitled to severance benefits
under paragraph 1.(a), you will receive the following:

<PAGE>

James B. Fowler
December 18, 1995
Page 4

(d) a continuation during the Time of (1) the medical, dental,
life, disability, hospitalization, optical and prescription drug
benefits you and your dependents were receiving from the Company at
the time of the Change in Control (provided that if it is no longer
practical for the Company to furnish such benefits, you will be
reimbursed by the Company during the Time for the cost to you of
obtaining such benefits), (2) the Company's obligations under the
Split Dollar Agreement, dated as of January 31, 1992, between the
Company and you, and (3) any automobile allowance or benefits
(including automobile insurance and maintenance benefits), and
continued use of any automobile, provided to you by the Company at the
time of the Change in Control.

3. Period. The period (the "Period") will begin on the date of
this Agreement and end on the first to occur of (a) the termination date of
any written employment agreement between you and the Company in effect from
time to time, without regard to any termination as a result of your death,
disability, incapacity, termination by the Company for cause, retirement,
resignation or termination by the Company without cause, (b) your death, (c)
your Disability, (d)

<PAGE>

James B. Fowler
December 18, 1995
Page 5

4. Non-Competition; Confidentiality and Non-Solicitation.

(a) You will not, during your employment with the Company,
directly or indirectly engage in any activity which is competitive with any
business in which the Company engages.

<PAGE>

James B. Fowler
December 18, 1995
Page 6

6. Employment Status. Nothing in this Agreement changes the
present status of your continued employment with the Company or otherwise
affects your present employment status with the Company.

7. Modification. This Agreement is the complete agreement between
us and may be modified only by a written instrument executed by both of us.

8. Law. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Michigan.

9. Costs of Enforcement. The Company shall pay on demand all of
your reasonable out-of-pocket fees, costs and expenses (including reasonable
attorneys' fees, court costs and other legal expenses and costs of
investigation) incurred by you in connection with the enforcement of this
Agreement or your Employment Agreement (as amended from time to time and
including any successor to your Employment Agreement) or in connection with
any disputes concerning the meaning or interpretation of this Agreement or
your Employment Agreement (as amended from time to time and including any
successor to your Employment Agreement). During the pendency of any such
enforcement proceeding or dispute, the Company shall continue to pay the
disputed amounts and benefits provided in this Agreement and your Employment
Agreement (as amended from time to time and including any successor to your
Employment Agreement), and if it fails to do so, the Company shall pay you
interest, at the prime or base rate announced from time to time by Comerica
Bank, on such amounts from the date they were due through the date they are
actually paid. The obligations contained in this paragraph 9 shall survive the
end of the Period.

<PAGE>

James B. Fowler
December 18, 1995
Page 7

10. Arbitration.

12. Duplicate Copies. This Agreement may be executed in
counterparts, both of which together will be deemed an original of this
Agreement.

<PAGE>

James B. Fowler
December 18, 1995
Page 8

If the terms of this Agreement are acceptable to you, please sign the
enclosed copy and return it to me, at which time this Agreement will become
effective.

Very truly yours,

JACOBSON STORES INC.

By: /s/ Mark K. Rosenfeld
-----------------------------
Mark K. Rosenfeld

Its: Chairman of the Board

The terms of this Agreement are agreed
and accepted as of December 18, 1995

/s/ James B. Fowler
- -----------------------
James B. Fowler

EXHIBIT 10(h)

JACOBSON STORES INC.
DEFERRED COMPENSATION PLAN
(Amended and Restated effective May 25, 1995)

ARTICLE I

Purpose

1.1 The purpose of this Deferred Compensation Plan is to extend to key
executives of Jacobson Stores Inc. a vehicle under which they may
elect in advance to defer and invest future earnings in order to
provide a source of funds at retirement.

ARTICLE II

Definitions

Unless the context otherwise requires, the following terms shall have the
meanings listed below:

2.1 Account - The separate deferred compensation account established and
maintained for each Participant.

2.2 Aggregate Value of the Account - Determined by the amount of
compensation that the Participant elects to defer plus the value
added from interest as more fully set forth in Article III hereof.

2.3 Allocation of Deferred Income - Deferred compensation will be
credited to the Participant's Account as of the date such
compensation would otherwise have been payable.

2.4 Board of Directors - The Board of Directors of the Corporation.

2.5 Corporation - Jacobson Stores Inc., a Michigan corporation.

2.6 Deferred Income - That portion of a Participant's income payable as a
monthly base salary or any merit bonus awarded or any fees earned
with respect to any Earning Period, the payment of which Participant
has elected to defer under the Plan.

2.7 Earning Period - Each twelve (12) month period commencing February 1.

2.8 Eligible Participant - Any Director, Officer or other Employee
designated by the Board of Directors as being eligible to be a
Participant in the Plan.

2.9 Employee - Any person who is receiving remuneration for personal
services rendered to the Corporation or a subsidiary as an employee
hereof.

2.10 Effective Date - The effective date of the Plan is September 1, 1990.

- 1 - (1/24/96)

<PAGE>

2.11 Merit Bonus - Additional compensation awarded, with respect to an
Earning Period, to an Eligible Participant in the form of an
executive bonus which is declared by the Board of Directors to be a
Merit Bonus for the purposes of the Plan.

2.12 Participant - Any Eligible Participant who elects to participate in
the Plan in respect of any Earning Period and receives compensation
eligible to be Deferred Income with respect to such Earning Period.

2.13 Plan - Jacobson Stores Inc. Deferred Compensation Plan, as amended
from time to time.

2.14 Subsidiary - Any corporation or association in which 50% or more of
the outstanding voting stock of such corporation or association is
owned, either directly or indirectly, by Jacobson Stores Inc.

ARTICLE III

Account Growth

3.1 Interest Bearing Account - The deferred compensation for a particular
year will be treated as a cash Account with interest compounded
annually and accrued at a rate to be determined from time to time by
the Compensation Committee of the Board of Directors.

ARTICLE IV

Distribution of Account

4.1 Time of Distribution - The Aggregate Value shall be distributed to a
Participant within ninety (90) days after the earliest of the
following events:

1. resignation or termination of employment with or service to the
Corporation or any Subsidiary;
2. permanent incapacity, established to the reasonable satisfaction
of the Committee referred to in Article VI hereof;
3. death; or
4. retirement.

4.2 Resignation or Termination for Reasons Other Than Death, Permanent
Incapacity or Retirement - Participants who resign or terminate
employment or service for reasons other than death, permanent
incapacity or retirement will receive payment of the Aggregate Value
of the Account in the form of a lump-sum payment.

4.3 Distribution in the Event of Retirement - Participants who retire
while employed by or in service to Jacobson Stores Inc. or any
Subsidiary shall receive payment of their Aggregate Value of the
Account in the form of a lump-sum payment or, at the option of the
Corporation, in equal monthly or other regular intervals over a
period of time, not to exceed ten (10) years, commencing ninety (90)
days following the Participant's termination of employment.

- 2 - (1/24/96)

<PAGE>

4.4 Distribution in the Event of Permanent Incapacity or Death - In the
event of a Participant's permanent incapacity or death before the
Participant has received any or all of the deferred payments to which
the Participant is entitled, the remaining Aggregate Value of the
Recipient's Account will be paid in the form of a lump-sum payment.

4.5 All such payments will be made to Participant while living and, in
the event of Participant's death, in accordance with Participant's
written election.

ARTICLE V

Election to Defer Compensation

5.1 Number of Elections - There may be only one election for each
Earning Period.

5.2 Revocability of Election - Once an election is made in writing for a
particular Earning Period, the election cannot be revoked or changed.

5.3 Time of Election - The election for each Earning Period must be made
on or before February 1 of the applicable Earning Period.

5.4 Manner of Election - A Participant may elect to defer compensation by
giving written notice to the Plan administrator on a form provided by
the Corporation. The Participant will be required to provide the
following information:

1. amount to be deferred; and
2. the beneficiary or beneficiaries in the event of the
Participant's death.

ARTICLE VI

Administration and Amendment of Plan

6.1 Administration - The Plan shall be administered by the Compensation
Committee of the Board of Directors or other committee designated or
administrator appointed for such purpose by the Board of Directors
(the "Committee"). The Committee shall have plenary authority to
interpret the Plan, to decide all questions of fact arising under the
Plan, to formulate rules and regulations covering the operation of
the Plan, and to make all other determinations necessary or desirable
in the administration of the Plan. The decision of the Committee on
any questions concerning or involved in the interpretation or
administration of the Plan shall be final and conclusive.

6.2 Maintenance of Account - The maintenance of each Account will be the
responsibility of the Chief Financial Officer. A statement will be
sent to each Participant advising them of the Aggregate Value as of
the end of each fiscal year.

6.3 Amendment of Plan - The Plan may at any time be amended, modified or
terminated by the Committee. No amendment, modification or
termination shall, without the consent of the Participant, adversely
affect the accruals in the Participant's account.

- 3 - (1/24/96)

<PAGE>

ARTICLE VII

Miscellaneous

7.1 Assignability - Neither Participant, Participant's estate, nor any
beneficiary shall have any power to assign or encumber the right to
receive payments under the Plan, and any attempted assignment or
encumbrance thereof shall be null and void.

7.2 Participant's Interest in Undistributed Aggregate Value - The right
of any Participant to receive future installments under the
provisions of the Plan will be an unsecured claim against the general
assets of the Corporation. The Corporation's promise to pay the
Aggregate Value of the Account will be a contractual obligation that
is not evidenced by notes or secured in any way.

- 4 - (1/24/96)

EXHIBIT 10(i)
JACOBSON STORES INC.

1996 Management Incentive Plan

Senior management incentives are based on accomplishing the key goals of our
business plan. Incentives are structured to strive for excellence.

The management incentive plan is designed to:

. foster an awareness of the Company's objective of consistent,
profitable operation.

. motivate managers to meet the shorter term needs of shareholders
without sacrificing long-term profitability.

. encourage managers to "stretch" for higher levels of performance
in the future.

. establish target incentives for each participant so that each person
is aware of what payout percentages can be expected with various
levels of accomplishment.

. encourage long-term retention of key employees.

The principal features of the plan include:

. participation in the plan is limited to salaried officers of the
Company.

. the potential payout as a percent of the base salary of each
participant is as follows:
<TABLE>
<CAPTION>
Threshold Target Maximum
--------- ------ -------
% of target 80% 100% 125%
% of target award 0% 100% 150%
------------------------------------------------------------

<S> <C> <C> <C>
Chairman/CEO 0% 35% 52.5%
Vice Chairman 0 30 45
President 0 30 45
SVP - Stores 0 25 37.5
SVP - GMM 0 25 37.5
VP - Store Group Manager 0 20 30
VP - DMM 0 20 30
VP - Operations 0 20 30
VP - Staff Positions 0 15 22.5
</TABLE>
------------------------------------------------------------

. specific performance criteria and weights are established at the
beginning of the year for each participant. At the most senior level,
primary emphasis is placed on corporate goal achievement (to
emphasize the importance of cooperation and the team approach); at
the VP-Staff level, primary emphasis is placed on individual goal
achievement.
(3/21/96)

EXHIBIT 10(j)

SPLIT DOLLAR AGREEMENT
COLLATERAL ASSIGNMENT FORM

Agreement made the 20th day of December, 1988, by and between JACOBSON
STORES INC. (the "Corporation") and JoAnne G. Rosenfeld, Trustee (the "Policy
Owner").

WHEREAS, Mark K. Rosenfeld (the "Employee") wishes to establish a life
insurance program for the benefit and protection of his family under Policy
No. 35-909-033 issued by New York Life Insurance Company (the "Policy"); and

WHEREAS, the Corporation wishes to help the Employee provide such
insurance for the benefit and protection of his family by the payment of
premiums due on the Policy in accordance with the provisions of this
Agreement; and

WHEREAS, the Policy Owner will be the sole owner of the Policy, and
the Policy will be collaterally assigned to the Corporation for the sole
purpose of providing security for the repayment of the amounts which the
Corporation will contribute toward payment of its share of the premium due on
the Policy; and

WHEREAS, it is the desire of the parties to define the limited extent
of the Corporation's security interest in the cash surrender value of the
Policy;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, it is agreed between the parties hereto as follows:

Article 1

The Policy is the exclusive property of the Policy Owner, who may
exercise all rights of ownership with respect thereto, subject only to the
security interest of the Corporation as expressed in this Agreement and the
Collateral Assignment of the Policy to the Corporation.

<PAGE>

Article 2

A. The Corporation shall be responsible for the remittance of the entire
premium due to New York Life Insurance Company on or before the date
the premium is due or within the grace period allowed by the Policy
for the payment of premiums and, if requested, shall give proof of the
timely payment of each premium to the Policy Owner.

B. The Policy Owner shall not be required to pay any part of the premium
except it shall remit to the Corporation the premium for the Waiver of
Premium and the Accidental Death Benefit Coverage(s), if any, on the
Policy and an amount equal to any dividends paid in cash to the Policy
Owner.

Article 3

The Policy Owner shall collaterally assign the Policy to the
Corporation pursuant to the terms of this Agreement as security for the
amounts paid by the Corporation toward its portion of the premiums on the
Policy provided for in Article 2 of this Agreement.

Article 4

A. The Corporation, as collateral assignee, shall have the limited right
to obtain one or more Policy loans based on the Policy's loan values
as defined in the Policy equal to the aggregate amounts paid by the
Corporation toward its share of the premium on the Policy, pursuant to
Article 2 of this Agreement.

B. The Corporation shall have the right to borrow the entire loan value
of the Policy as its security interest. Any loan value in excess of
the aggregate premiums paid by the Corporation shall be part of the
Corporation's security interest in the Policy and shall be considered
reimbursement in part for the use of the Corporation's money in
maintaining the Split Dollar Plan. The Corporation may pay all loan
interest in connection with loans made on its limited loan right in
addition to the amounts specified in Article 2. In no event shall the
payment of interest constitute a premium payment under this Agreement.
Any unpaid interest charges shall be added to the outstanding
indebtedness of the Policy.

- 2 -

<PAGE>

C. The Corporation shall be prohibited from taking any action that might
endanger the interest of the Policy Owner.

D. In addition to these limited rights in the Policy hereby assigned to
the Corporation by the Policy Owner, the Corporation's security
interest in the Policy shall apply to any proceeds payable to the
Policy Owner should the Policy Owner surrender the Policy pursuant to
Article 5A of this Agreement or as a result of the termination of this
Agreement as provided for in Article 8 of this Agreement. In such
event, the Policy Owner shall pay the Corporation an amount equal to
the Corporation's security interest in the Policy.

Article 5

The Policy Owner retains all rights in the Policy not specifically
assigned to the Corporation including, but not limited to, the following
rights:

A. The right to surrender the Policy and receive the surrender
value.

B. The right to change the beneficiary of the Policy.

C. The right to select dividend options.

D. The right to select optional methods of settlement with regard
to the Part B death benefit provided for in Article 7.

E. All other rights contained in the Policy.

- 3 -

<PAGE>

Article 6

In the event of such surrender, the Policy Owner shall receive the
surrender value as defined in the Policy on behalf of the Corporation with
respect to the Corporation's security interest in the Policy as defined in
Article 4 of this Agreement, less any loans made by the Corporation pursuant
to its loan rights in the Policy, and shall pay such amount to the
Corporation. It is agreed that the New York Life may be directed by the Policy
Owner in writing to draw a check payable in that amount to the Corporation. It
is the purpose of this provision to specifically provide that the sole and
exclusive right to surrender the Policy is vested in the Policy Owner.

Article 7

In the event of the death of the insured while the Policy and this
Agreement are in force, the proceeds of the Policy shall be divided in two
parts and paid by New York Life as follows:

Part A. This part shall be paid to the Corporation in an amount equal
to its security interest as defined in Article 4 of this
Agreement less any loans made by the Corporation pursuant to its
loan rights in the Policy. In no event shall such amount be less
than the aggregate amounts paid by the Corporation towards its
share of the premium pursuant to Article 2 of this Agreement less
any Corporate loans. This amount shall be established in a
written statement to the New York Life by the Corporation and
verified by the beneficiary or beneficiaries designated to
receive the proceeds in accordance with the terms of the Policy.

Part B. The balance of the death benefit shall be paid to the
beneficiary or beneficiaries designated to receive such balance
in accordance with the terms of the Policy.

- 4 -

<PAGE>

Article 8

A. This Agreement shall be terminated:

1) upon surrender of the Policy by the Policy Owner pursuant to
Article 5 of this Agreement;

2) upon thirty (30) days written notice of termination sent by
Registered Mail by either party to the other party at that
party's last known address;

3) upon failure of the Policy Owner to remit to the Corporation his
or her share of the premium, if any, pursuant to Article 2 of the
Agreement; or

4) termination of the Employee's employment with the Corporation
for any reason whatsoever other than the Employee's death.

B. If this Agreement is terminated pursuant to A above, the Policy Owner
shall have thirty (30) days from the effective date of such
termination in which to remit to the Corporation without interest its
security interest in the Policy as defined in Article 4 less any
"Corporate Loans" on the Policy and interest on such loans then due
plus any premiums paid by the Corporation pursuant to Article 2 of the
Agreement beyond the effective date of the termination of the
Agreement. Upon receipt of this amount, the Corporation shall release
the Collateral Assignment on the Policy.

If the Policy Owner does not remit such amount within this thirty (30)
day period, the Policy Owner shall obtain the Policy's cash surrender
value. In such event, the Policy Owner shall receive the surrender
value of the Policy on behalf of the Corporation with respect to the
Corporation's security interest in the Policy as defined in Article 4
of this Agreement less any loans made by the Corporation pursuant to
its loan rights in the Policy and shall pay such amount to the
Corporation. It is agreed that the New York Life may be directed by
the Policy Owner in writing to draw a check payable in that amount to
the Corporation.

As an alternative to surrendering the Policy, the Policy Owner shall
have the right to transfer the ownership of the Policy to the
Corporation.

- 5 -

<PAGE>

Article 9

Any payments made or action taken by the New York Life in accordance
with the provisions of the Policy and the Collateral Assignment of the Policy
shall fully discharge it from all claims, suits and demands of all persons
whatsoever.

Article 10

This Agreement shall be binding upon the parties hereto, their heirs,
legal representatives, successors and assigns.

Article 11

This Agreement embodies all agreements made with respect to the
Policy, and no change, alteration or modification may be made except in
writing signed by all parties hereto.

Article 12

This Agreement is governed by the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties hereto have set their hands at
Jackson, Michigan, the day and year first above written.

Signed in the presence of: JACOBSON STORES INC.

/s/ Madeleine V. Haines BY: /s/ Robert M. Eaton
- -------------------------- -----------------------------------
Witness The "Corporation" Vice President
and Treasurer

/s/ Lillian Arft /s/ JoAnne G. Rosenfeld, Trustee
- -------------------------- -----------------------------------
Witness The "Policy Owner"

<PAGE>

COLLATERAL ASSIGNMENT

For value received, I hereby assign unto

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

the policy of Insurance known as No. 35-909-033 issued by New York Life
Insurance Company on the life of Mark K. Rosenfeld as collateral security to
the extent of the indebtedness of the Owner to the Assignee.

The Assignee, without the consent of the Owner, may borrow all or any part of
the Policy's loan value.

Except as specifically herein granted to the Assignee, the Owner shall retain
all incidents of ownership in the Policy.

Dated, December 20, 1988

/s/ JoAnne G. Rosenfeld
----------------------------
Trustee, JoAnne G. Rosenfeld
Irrevocable Trust

NEW YORK LIFE INSURANCE COMPANY has retained the duplicate of this assignment.
The company assumes no responsibility for the validity of the assignment.

New York, ______________, 19___

EXHIBIT 10(k)
SPLIT DOLLAR AGREEMENT

Agreement made the 31st day of January, 1992, by and between Jacobson
Stores Inc. (the "Corporation") and Paul W. Gilbert (the "Employee").

WHEREAS, the Employee wishes to establish a life insurance program for
the benefit and protection of his family under Policy No. 8-777-471 issued by
Massachusetts Mutual Life Insurance Company (the "Policy"); and

WHEREAS, the Employee or his transferee will be the owner of the Policy
and the Policy will be collaterally assigned to the Corporation for the sole
purpose of providing security for the repayment of the amounts which the
Corporation will contribute toward payment of premiums due on the Policy; and

WHEREAS, it is the desire of the parties to define the limited extent
of the Corporation's security interest in the Policy;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, it is agreed between the parties to this Agreement as follows:

Article 1

Ownership of Insurance. The Policy is the exclusive property of the
Employee or his transferee (the "Policy Owner"), who may exercise all rights
of ownership with respect thereto subject only to the security interest of the
Corporation as expressed in this Agreement and the Collateral Assignment of
the Policy to the Corporation.

<PAGE>

Article 2

Payment of Premiums on Policy. The Corporation shall be responsible for
the remittance of the entire amount of each annual premium due to
Massachusetts Mutual Life Insurance Company on or before the date each annual
premium is due or within the grace period allowed by the Policy for the
payment of premiums and, if requested, shall give proof of the timely payment
of each annual premium to the Policy Owner.

Article 3

Assignment of Policy. The Policy Owner shall collaterally assign the
Policy to the Corporation pursuant to the terms of this Agreement as security
for the amounts paid by the Corporation toward the premiums on the Policy
provided for in Article 2 of this Agreement. The Corporation's security
interest in the Policy shall apply to any proceeds payable to the Policy Owner
should the Policy Owner surrender the Policy pursuant to Article 4A of this
Agreement or as a result of the termination of this Agreement as provided for
in Article 6 of this Agreement. In such event the Policy Owner shall pay the
Corporation an amount equal to the Corporation's security interest in the
Policy.

Article 4

Rights of Policy Owner. The Policy Owner retains all rights in the
Policy not specifically assigned to the Corporation including, but not limited
to, the following rights:

A. The right to surrender the Policy and receive the surrender value.

B. The right to borrow the entire loan value of the Policy.

C. The right to change the beneficiary or beneficiaries of the Policy.

D. The right to select or change dividend options.

E. The right to select optional methods of settlement with regard to
the death benefit provided for in Article 5B.

F. All other rights contained in the Policy.

- 2 -

<PAGE>

Article 5

Death Claims. In the event of the death of the insured while the Policy
and this Agreement are in force, the proceeds of the Policy shall be paid by
Massachusetts Mutual Life Insurance Company as follows:

A. The Corporation shall be entitled to an amount equal to the
aggregate amounts paid by the Corporation toward the premiums on
the Policy pursuant to Article 2 of this Agreement. Receipt of
this amount by the Corporation will constitute satisfaction of the
Policy Owner's obligations under this Agreement.

B. The beneficiary or beneficiaries named by the Policy Owner shall
be entitled to receive the amount of the death benefit provided
under the Policy in excess of the amount payable to the
Corporation under Article 5A. This amount will be paid under the
settlement option elected by the Policy Owner.

Article 6

Termination of this Agreement. This Agreement shall terminate when any
of the following events occur:

A. Cessation of the Corporation's business;

B. Thirty (30) days written notice given by either party to the
other;

C. Termination of the employment of the Employee with the Corporation
for any reason other than Employee's death or termination of the
Corporation's obligation to pay continuing compensation pursuant
to any employment agreement with the Employee, whichever is later;

D. Bankruptcy, receivership or dissolution of the Corporation;

E. Surrender of the Policy by the Policy Owner pursuant to Article 4A
of this Agreement;

- 3 -

<PAGE>

F. Full repayment by the Policy Owner of the contributions made by
the Corporation under Article 2 of this Agreement toward payment
of the premiums due on the insurance policy, provided that on
receipt of the repayment the Corporation releases the Collateral
Assignment of the Policy made by the Policy Owner pursuant to
Article 3 of this Agreement.

Article 7

Disposition of Policy on Termination of Agreement. If this Agreement is
terminated pursuant to Article 6 of this Agreement, the Policy Owner will have
thirty (30) days from the effective date of such termination in which to repay
to the Corporation without interest its security interest in the Policy as
defined in Article 3 of this Agreement plus any premiums paid by the
Corporation pursuant to Article 2 of the Agreement beyond the effective date
of the termination of this Agreement. Upon receipt of this amount, the
Corporation will release the Collateral Assignment of the Policy. If the
amount which the Corporation has contributed is not repaid within this thirty
day period, the Corporation may enforce any rights which it has under the
Collateral Assignment of the Policy. As an alternative to surrendering the
Policy, the Policy Owner shall have the right to transfer the ownership of the
Policy to the Corporation.

Article 8

Insurance Company Not a Party. Any payments made or action taken by
Massachusetts Mutual Life Insurance Company in accordance with the provisions
of the Policy and the Collateral Assignment of the Policy shall fully
discharge it from all claims, suits and demands of all persons whatsoever.

Article 9

Amendment of Agreement. This Agreement shall not be modified or amended
except by a writing signed by the Corporation and the Policy Owner. This
Agreement shall be binding on the heirs, administrators or executors and the
successors and assigns of each party to this Agreement.

- 4 -

<PAGE>

Article 10

State Law. This Agreement shall be subject to and shall be construed
under the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties have executed this Agreement at
Jackson, Michigan, the day and year first written above.

Signed in the presence of: JACOBSON STORES INC.

/s/ Susan J. Clingerman BY: /s/ Mark K. Rosenfeld
- -------------------------- ---------------------------
Witness The "Corporation" President

/s/ Susan J. Clingerman /s/ Paul W. Gilbert
- -------------------------- ---------------------------
Witness The "Employee"

- 5 -

<PAGE>

COLLATERAL ASSIGNMENT FORM

For value received, I hereby assign unto

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

the policy of Insurance known as No. 8-777-471 issued by Massachusetts Mutual
Life Insurance Company on the life of Paul W. Gilbert as collateral security
to the extent of the aggregate premiums paid on the Policy by the Assignee.

Except as specifically herein granted to the Assignee, the Owner shall retain
all incidents of ownership in the policy.

Dated, January 31, 1992

/s/ Paul W. Gilbert
--------------------
Paul W. Gilbert

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY has retained the duplicate of this
assignment. The company assumes no responsibility for the validity of the
assignment.

Springfield, Massachusetts, ______________, 1992

EXHIBIT 10(l)
SPLIT DOLLAR AGREEMENT

Agreement made the 31st day of January, 1992, by and between Jacobson
Stores Inc. (the "Corporation") and James B. Fowler (the "Employee").

WHEREAS, the Employee wishes to establish a life insurance program for
the benefit and protection of his family under Policy No. 8-777-475 issued by
Massachusetts Mutual Life Insurance Company (the "Policy"); and

WHEREAS, it is the desire of the parties to define the limited extent
of the Corporation's security interest in the Policy;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, it is agreed between the parties to this Agreement as follows:

Article 1

<PAGE>

Article 2

Article 3

Article 4

Rights of Policy Owner. The Policy Owner retains all rights in the
Policy not specifically assigned to the Corporation including, but not limited
to, the following rights:

A. The right to surrender the Policy and receive the surrender value.

B. The right to borrow the entire loan value of the Policy.

C. The right to change the beneficiary or beneficiaries of the
Policy.

D. The right to select or change dividend options.

E. The right to select optional methods of settlement with regard
to the death benefit provided for in Article 5B.

F. All other rights contained in the Policy.

- 2 -

<PAGE>

Article 5

Article 6

Termination of this Agreement. This Agreement shall terminate when any
of the following events occur:

A. Cessation of the Corporation's business;

B. Thirty (30) days written notice given by either party to the other;

D. Bankruptcy, receivership or dissolution of the Corporation;

E. Surrender of the Policy by the Policy Owner pursuant to Article 4A
of this Agreement;

- 3 -

<PAGE>

Article 7

Article 8

Article 9

- 4 -

<PAGE>

Article 10

State Law. This Agreement shall be subject to and shall be construed
under the laws of the State of Michigan.

IN WITNESS WHEREOF, the parties have executed this Agreement at
Jackson, Michigan, the day and year first written above.

Signed in the presence of: JACOBSON STORES INC.

/s/ Susan J. Clingerman BY: /s/ Mark K. Rosenfeld
- --------------------------- ------------------------
Witness The "Corporation" President

/s/ Susan J. Clingerman /s/ James B. Fowler
- --------------------------- ------------------------
Witness The "Employee"

- 5 -

<PAGE>

COLLATERAL ASSIGNMENT FORM

For value received, I hereby assign unto

JACOBSON STORES INC.
3333 Sargent Road
Jackson, Michigan 49201

the policy of Insurance known as No. 8-777-475 issued by Massachusetts
Mutual Life Insurance Company on the life of James B. Fowler, as collateral
security to the extent of the aggregate premiums paid on the Policy by the
Assignee.

Except as specifically herein granted to the Assignee, the Owner shall retain
all incidents of ownership in the policy.

Dated, January 31, 1992

/s/ James B. Fowler
---------------------
James B. Fowler

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY has retained the duplicate of this
assignment. The company assumes no responsibility for the validity of the
assignment.

Springfield, Massachusetts, ______________, 1992

EXHIBIT 10(m)

FIRST AMENDMENT TO
JACOBSON STOCK OPTION PLAN OF 1994

WHEREAS, JACOBSON STORES INC., a Michigan corporation (the "Company"),
has previously adopted the Jacobson Stock Option Plan of 1994 (the "Plan");

WHEREAS, pursuant to Article V, Section 5 of the Plan, the Company's
Board of Directors may amend the Plan; or any Options; and

WHEREAS, the Company's Board of Directors now desires to amend the
Plan and the Options, except for the Director Options.

NOW, THEREFORE, IN CONSIDERATION of the premises and by resolution of
the Company's Board of Directors, the Plan and the Options, other than the
Director Options, are hereby amended as follows:

1. Article V, Section 3(b) is amended to read as follows:

"(b) Liquidation or Change in Control. In the event of any
dissolution or liquidation of the Company, or any "Change in Control"
(as defined below), the vesting period of all unvested and partially
vested Options shall automatically be accelerated, and all such
Options shall be exercisable in full immediately prior to the
effective time of such transaction. The Company shall give to each
holder of Employee Options written notice of such transaction or
proposed transaction at least thirty days prior to the effective time
of the transaction, or, if thirty days' prior written notice is not
feasible, then such notice as is feasible under the circumstances, so
that the holders of such Options will have the opportunity to exercise
them prior to the effective time of the transaction."

(i) For purposes of this Plan, a "Change in Control"
occurs on the first day any one or more of the following
occurs:

(A) any person (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), together with
all affiliates and associates of such person (as such
terms are defined in Rule 12b-2 under the Exchange Act)
but excluding all "Excluded Persons" (as defined in
paragraph (ii)), becomes the direct or indirect
beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company
representing (A) 40% or more of the combined voting
power of all of the Company's outstanding securities
entitled to vote generally in the election of the
Company's directors, or (B) 40% or more of the combined
shares of the Company's capital stock then outstanding,
all except in connection with any merger, consolidation,
reorganization or share exchange involving the Company;

(B) the consummation of any merger,
consolidation, reorganization or share exchange
involving the Company, unless the

-1-

<PAGE>

holders of the Company's capital stock outstanding
immediately before such transaction own more than 50% of
the combined outstanding shares of capital stock and
have more than 50% of the combined voting power in the
surviving entity after such transaction and they own
such securities in substantially the same proportions
(relative to each other) as they owned the Company's
capital stock immediately before such transaction;

(C) the consummation of any sale or other
disposition (in one transaction or a series of related
transactions) of all, or substantially all, of the
Company's assets to a person whose acquisition of 40% or
more of the combined shares of the Company's capital
stock then outstanding would have caused a Change in
Control under paragraph (i)(A)); or

(D) the "Continuing Directors" (as defined in
paragraph (iii)) cease to be a majority of the Company's
directors.

(ii) For purposes of this Plan, the "Excluded Persons"
are (i) the Company's Chairman of the Board, Chief Executive
Officer, Vice Chairman of the Board and President
(collectively, the "Executives"), (ii) any "group" (as that
term is used in Section 13(d) of the Exchange Act and the rules
thereunder) that includes any of the Executives or in which any
of the Executives is, or has agreed to become, an equity
participant, (iii) any entity in which any of the Executives
is, or has agreed to become, an equity participant, (iv) the
Company, (v) any subsidiary of the Company, (vi) any employee
benefit plan of the Company or any subsidiary of the Company or
the related trust, (vii) any entity to the extent it is holding
capital stock of the Company for or pursuant to the terms of
any employee benefit plan of the Company or any subsidiary of
the Company, and (viii) any director, officer or beneficial
owner of at least 10% of the Company's outstanding Common Stock
as of the date of this Agreement. For purposes of this
Agreement, none of the Executives shall be deemed an "equity
participant" in any group or entity (i) in which such Executive
owns for investment purposes only no more than 5% of the stock
of a publicly-traded entity whose stock is either listed on a
national stock exchange or quoted in The NASDAQ National
Market, if such Executive is not otherwise affiliated with such
group or entity, or (ii) if such Executive's participation is
fully-disclosed to, and approved by, the Company's Board of
Directors and the Continuing Directors before the Change in
Control occurs.

(iii) For purposes of this Plan, the "Continuing
Directors" are the directors of the Company as of December 18,
1995, and any person who subsequently becomes a director if
such person is appointed to be a director by a majority of the
Continuing Directors or if such person's initial nomination for
election or initial election as a director is recommended or
approved by a majority of the Continuing Directors.

Dated: January 24, 1996

-2-

EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE

Primary earnings per common share, as set forth in the consolidated statements
of earnings, are computed by dividing net earnings by the weighted average
number of shares of common stock and common stock equivalents outstanding
during the period. Fully diluted earnings per share are computed based on the
additional assumption that the Company's 6-3/4% Convertible Subordinated
Debentures due 2011 were converted to common stock at the date of issuance
with a corresponding increase in net earnings to reflect reduction in related
interest expense, net of income taxes, except if anti-dilutive.

These computations are set forth below (in thousands except per share data):

<TABLE>
<CAPTION>
52 Weeks Ended
--------------------------------------------
January 27, January 28, January 29,
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
EARNINGS PER COMMON SHARE AND
COMMON EQUIVALENT SHARE:
Weighted average number of shares
of common stock and common stock
equivalents outstanding -
Primary 5,780 5,779 5,779
Fully diluted 6,836 6,835 6,835
======== ======== ========

NET EARNINGS (LOSS) $ (4,206) $ 4,088 $ 3,014
======== ======== ========

NET EARNINGS (LOSS), adjusted to reflect
reduction in interest expense attributable
to convertible debentures, net of income tax $ (2,669) $ 5,625 $ 4,551
======== ======== ========

NET EARNINGS (LOSS) PER SHARE:
Primary $ (0.73) $ 0.71 $ 0.52
Fully diluted (0.73) 0.71 0.52
======== ======== ========
</TABLE>

EXHIBIT 21

SCHEDULE OF SUBSIDIARIES

State of Percent of Voting
Name Incorporation Securities Owned
---- ------------- -----------------

Jacobson Stores Realty Company Michigan 100%

Jacobson Credit Corp. Michigan 100%

Each subsidiary does business under its own corporate name.

EXHIBIT 23

ARTHUR ANDERSEN LLP

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 10-K, into the Company's previously filed
Form S-8 Registration Statements File No.
2-88295 and File No. 033-53469 and Form S-2 File No. 33-10532.

/s/ ARTHUR ANDERSEN LLP

Detroit, Michigan
April 9, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES FOR
THE YEAR ENDED JANUARY 27, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<FISCAL-YEAR-END> JAN-27-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> JAN-27-1996
<PERIOD-TYPE> YEAR
<CASH> $ 3,068
<SECURITIES> 0
<RECEIVABLES> 43,907
<ALLOWANCES> 773
<INVENTORY> 89,249
<CURRENT-ASSETS> 144,771
<PP&E> 172,525
<DEPRECIATION> 75,928
<TOTAL-ASSETS> 262,514
<CURRENT-LIABILITIES> 49,680
<BONDS> 119,727
<COMMON> 5,966
0
0
<OTHER-SE> 75,650
<TOTAL-LIABILITY-AND-EQUITY> 262,514
<SALES> 414,267
<TOTAL-REVENUES> 414,267
<CGS> 279,493
<TOTAL-COSTS> 279,493
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 843
<INTEREST-EXPENSE> 8,808
<INCOME-PRETAX> (6,541)
<INCOME-TAX> (2,335)
<INCOME-CONTINUING> (4,206)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,206)
<EPS-PRIMARY> (.73)
<EPS-DILUTED> (.73)

</TABLE>