AMENDMENT NO.1 TO AGREEMENT AND PLAN OF REORGANIZATION

         This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
("Amendment No. 1") is made as of December 29, 1995 between CROWLEY, MILNER
AND COMPANY, a Michigan corporation ("Crowley's"), and the several
shareholders of STEINBACH STORES, INC., an Ohio corporation ("Steinbach"),
listed on the signature page hereof (collectively, the "Shareholders").

                                   Recitals

         1.      Prior to the date hereof, the parties hereto entered into
that certain Agreement and Plan of Reorganization dated November 17, 1995
(the "Agreement and Plan of Reorganization").

         2.      The parties hereto desire to amend the Agreement and Plan of
Reorganization.

                                   Agreement

         NOW, THEREFORE, in consideration of these premises and subject to
the terms and conditions contained herein and for the other consideration
provided herein, the parties agree to amend the Agreement and Plan of
Reorganization as follows:

         A.      Delivery of Disclosure Schedules.  Section 4.2(b) of the
Agreement and Plan of Reorganization is amended and restated in its entirety
as follows:

         (b)     Delivery of Disclosure Schedules.  The Shareholders shall
deliver the several Schedules described herein as being part of the
Disclosure Schedules (collectively, the "Disclosure Schedules") on or before
Wednesday, January 31, 1996.

         B.      Delivery of Disclosure Exhibits.  Section 4.3(b) of the
Agreement and Plan of Reorganization is amended and restated in its entirety
as follows:

         (b)     Delivery of Disclosure Exhibits.  Crowley's shall deliver
the several Exhibits described herein as being part of the Disclosure
Exhibits (collectively, the "Disclosure Exhibits") on or before Wednesday,
January 31, 1996.

         C.      Due Diligence Review by Shareholders.  The last sentence of
Section 5.9 of the Agreement and Plan of Reorganization is amended and
restated in its entirety as follows:

The condition precedent set forth in this Section 5.9 shall expire on
Thursday, February 15, 1996.

         D.      Due Diligence Review by Crowley's.  The last sentence of
Section 6.6 of the Agreement and Plan of Reorganization is amended and
restated in its entirety as follows:

The condition precedent set forth in this Section 6.6 shall expire on
Thursday, February 15, 1996.

         E.      Termination -- Methods.  Sections 8.1(d) and (e) of the
Agreement and Plan of Reorganization are amended and restated in their
entirety as follows:

         (d)     On or before Thursday, February 15, 1996, by the
Shareholders if the conduct or results of the Shareholders' due diligence
review described in Section 5.9 hereof shall not have been satisfactory to
the Shareholders and their advisors as determined in their sole discretion.

         (e)     On or before Thursday, February 15, 1996, by Crowley's if
the conduct or results of Crowley's due diligence review described in
Section 6.6 hereof shall not have been satisfactory to Crowley's and its
advisors as determined in their sole discretion.

         F.      Waivers.  Crowley's hereby waives any failure by the
Shareholders to comply with the provisions of Section 4.2(b) prior to the
effective date of this Amendment No. 1 and the Shareholders hereby waive any
failure by Crowley's to comply with the provisions of Section 4.3(b) prior
to the effective date of this Amendment No. 1.

         G.      Effective Date.  The effective date of this Amendment No. 1
is as of the date first written above.

         H.      Continuation of Agreement.  Except as expressly modified or
amended hereby, all of the terms and conditions of the Agreement and Plan of
Reorganization shall continue and remain in full force and effect.

         I.      Definitions.  Capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Agreement and Plan of
Reorganization.

         J.      Counterparts.  This Amendment No. 1 may be executed in any
number of counterparts, each of which shall be treated as an original but
all of which, collectively, shall constitute a single instrument.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                          CROWLEY, MILNER AND COMPANY, 

                                          By:
                                             ------------------------        
                                          Its:
                                             ------------------------


                                          JEROME SCHOTTENSTEIN SUB CHAPTER S
                                          TRUST  NOS. 1, 2, 3, 4, 5, 6, 7,
                                          8, 9 and 10, each a Shareholder and
                                          collectively the Shareholders

                                          By:
                                              -----------------------------  
                                              Jay L. Schottenstein, Trustee  
                                              for each of the above-named    
                                              Trusts