CORPORATE SERVICES AGREEMENT
This Agreement is made this 13th day of October, 1997, by and between Value City Department Stores, Inc.
("VCS") and Schottenstein Stores Corporation ("SSC"). All sections of the previous Agreement dated October
16, 1996 are replaced by this Agreement.
A. Pursuant to an agreement dated June, 1991 (the "Exchange Agreement"), SSC has agreed to transfer to VCS
substantially all of the business, properties and assets formerly constituting the Department Store Division of SSC
(the "Department Store Division"), and the employees of the Department Store Division will become employees
B. Prior to the transfer of the business, properties and assets of the Department Store Division to VCS,
employees of the Department Store Division have provided services to other divisions of SSC, and employees of
other divisions of SSC provided services to the Department Store Division.
C. VCS and SSC desire to provide for the continued sharing of services as set forth in this Agreement.
2. Executive Compensation. Certain executives work for VCS and SSC and are paid by SSC. VCS shall
reimburse SSC for a percentage of the executives' salaries. That percentage will be based on the number of hours
the executive spends on VCS business versus the executive's total hours worked, such payments to be made in
3. Internal Legal Advice. The in-house legal staff of SSC shall be available to VCS for consultation and advice
and for the performance of such legal services as VCS shall reasonably request. VCS shall pay to SSC a
percentage of the payroll and related costs of such legal services equal to the percentage of time the professional
staff spends on VCS legal work versus total professional staff hours available, such payments to be made in
4. Pension and Benefit Plan Administration. The Department Store Division has provided administrative services,
and VCS will continue to provide administrative services, w