EXHIBIT 10.29(b)

                            CARSON PIRIE SCOTT & CO.

                             OFFICER'S CERTIFICATE

      WHEREAS, Carson Pirie Scott & Co. (the "Company") has adopted and
currently maintains the Carson Pirie Scott & Co. Supplemental Executive
Retirement Plan (the "Plan"); and

      WHEREAS, the Company desires to amend the Plan to clarify certain Plan
provisions; and

      WHEREAS, by resolutions dated October 4, 1994, the Carson Pirie Scott &
Co. Compensation Committee authorized the Company's Vice President and General
Counsel to make any amendments to the Plan as may be necessary to clarify the
Plan or otherwise;

      NOW, THEREFORE, the Carson Pirie Scott & Co. Supplemental Executive
Retirement Plan is hereby amended as follows:

      1.    The definition of "Average Compensation" in Section 1.3 of the Plan
            is amended by replacing the reference to "five fiscal years" with
            the phrase "five calendar years."

      2.    The definition of "Compensation" in Section 1.7 of the Plan is
            amended in its entirety to read as follows:

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



            Employee for less than a full calendar year shall not be
            annualized."

      3.    The first sentence of Section 3.1 dealing with vesting shall be
            amended In its entirety to read as follows:

            "No participant (other than members of the Senior Executive
            Committee on January 1, 1991) shall become vested under the Plan
            with respect to any Accrued Benefit prior to attaining age 55 while
            an Employee."

      The above amendments are intended to clarify the Plan document to reflect
the Plan's current administration of the Supplemental Executive Retirement Plan.

                                      -2-