Richman Gordman 1/2 Price Stores Inc Watch

from 10-K 1 page <page> 1 Exhibit (10)(xii) Material Contracts -- Executive Benefit Amendment Agreement Between Richman Gordman 1/2 Price Stores, Inc. and Certain Executive Officers Dated August 27, 1997. 66 <page> 2 Executive Benefit Amendment Agreement This Executive Benefit Amendment Agreement (The "Agreement") Is Made as of August 1, 1997 Among the Company and the Officers (The "Officers" And, as to Each Signatory Hereto, an "Officer") of Richman Gordman 1/2 Price Stores, Inc., (The "Company"). Whereas, the Company Has Amended Its Executive Benefits Plans Upon the Recommendation of the Officers; and Whereas, Each of the Officers Is Party to an Employment-Related Agreement (An "Employment Agreement") Between the Officer and the Company; and Whereas, the Company and the Officers Desire to Amend the Employment Agreements to Conform to the Amended Executive Benefit Plan; Now, Therefore, the Undersigned Officers Hereby Acknowledge and Agree That, Effective as of August 1, 1997, the Following Changes Shall Apply to Executive Fringe Benefits Available to Such Officers Under General Benefit Plans Provided by the Company or Under the Employment Agreements: (A) Benefits in Connection With Health Insurance, Dental Insurance, Life Insurance and Medical Reimbursement Will Be No Greater Than Those Provided to All Other [Salaried] Associates. in This Regard, the Executive Reimbursement Account Benefit Has Been Terminated. (B) the Company Will No Longer Pay the Initiation Fee or Dues for Prairie Life Health Club Memberships. Dated as of August 27, 1997. /S/ Jeffrey J. Gordman Jeffrey J. Gordman /S/ Michael A. Mallaro Michael A. Mallaro /S/ Dean Williamson Dean Williamson 67 <page> 3 /S/ James H. Cooke James H. Cooke /S/ Ronald Kent Hall Ronald Kent Hall /S/ John W. Simkins John W. Simkins /S/ Norman J. Farrington Norman J. Farrington /S/ Donald L. Degraeve Donald L. Degraeve 68

from 10-K ~5 pages Agreement Between Richman Gordman and John Simkins

from 10-K ~5 pages Reduced Hour Agreement

from 10-K ~5 pages Employment Agreement Dated Feb. 1, 97

from 10-K ~5 pages Employment Agreement

from 10-Q 1 page Executive Benefit Amendment Agreement

from 10-Q ~5 pages Employment Agreement - Michael A. Mallaro

from 10-Q ~5 pages 1997 Stock Option Plan

from 10-K405 1 page Agreement Regarding Dan Gordman Fund

from 10-K405 ~20 pages Security Agreement

from 10-K405 ~20 pages Indenture of Mortgage, Deed of Trust

from 10-K405 ~5 pages Employment Contract / James Cooke

from 10-K405 ~5 pages Employment Agreement/ Jeffrey J. Gordman

from 10-K405 1 page Officer Incentive Program

from 10-K405 1 page Termination Agreement

from 10-Q 1 page Agreement W/Dennis E. Reaves

from 10-K 1 page <page> 1 Exhibit (10)(iii)(c) Material Contracts -- Amendments Dated January 17, 1996 to Employment Agreement Between Richman Gordman 1/2 Price Stores, Inc. and Mr. Roger Faust. <page> 2 Second Amendment to Employment Agreement Between Richman Gordman 1/2 Price Stores, Inc. and Roger R. Faust This Second Amendment (The "Second Amendment") to the Employment Agreement (The "Employment Agreement") Dated as of October 20, 1993, Between Richman Gordman 1/2 Price Stores, Inc. (The "Company") and Roger R. Faust ("Executive"). 1. Section 4 (A) (1) of the Agreement Is Hereby Amended to Provide as Follows: Payment by the Company of Premiums for Short Term Disability Insurance (100% of Salary for Up to Six Months) and Director and Officer Liability Insurance for Executive and a Bi-Weekly Benefits Allowance Determined in Accordance With the Company's Executive Benefits Policy Currently in Place; 2. All Terms and Conditions of the Employment Agreement Shall Remain in Full Force and Effect Except as Expressly Provided in This Second Amendment or as Previously Amended. 3. This Second Amendment Is Made as of the 17th Day of January, 1996, and Shall Be Effective Immediately. Richman Gordman 1/2 Price Stores, Inc. By: /S/ Dennis E. Reaves Its: President and C.E.O. Executive By: /S/ Roger R. Faust Roger R. Faust

from 10-K 1 page <page> 1 Exhibit (10)(ii)(b) Material Contracts -- Amendments Dated January 17, 1996 to Employment Agreement Between Richman Gordman 1/2 Price Stores, Inc. and Mr. Dennis Reaves. <page> 2 First Amendment to Employment Agreement Between Richman Gordman 1/2 Price Stores, Inc. and Dennis E. Reaves This First Amendment (The "First Amendment") to the Employment Agreement (The "Employment Agreement") Dated as of October 1, 1995, Between Richman Gordman 1/2 Price Stores, Inc. (The "Company") and Dennis E. Reaves ("Executive"). 1. Section 4 (A) (1) of the Agreement Is Hereby Amended to Provide as Follows: Payment by the Company of Premiums for Short Term Disability Insurance (100% of Salary for Up to Six Months) and Director and Officer Liability Insurance for Executive and a Bi-Weekly Benefits Allowance Determined in Accordance With the Company's Executive Benefits Policy Currently in Place; 2. All Terms and Conditions of the Employment Agreement Shall Remain in Full Force and Effect Except as Expressly Provided in This First Amendment or as Previously Amended. 3. This First Amendment Is Made as of the 17th Day of January, 1996, and Shall Be Effective Immediately. Richman Gordman 1/2 Price Stores, Inc. By: /S/ Roger R. Faust Its: Senior Vice President Executive By: /S/ Dennis E. Reaves Dennis E. Reaves

from 10-K ~10 pages Material Contracts-Employment Agreement

from 10-K 1 page Material Contracts-Amendment No. 3