EXHIBIT 10.2
AMENDMENT TO CORPORATE SERVICES AGREEMENT
The Corporate Services Agreement dated the 11th day of June 2002 (the
"Agreement") by and between Value City Department Stores, Inc. and its wholly
owned subsidiaries ("VCDS") and Schottenstein Stores Corporation ("SSC") is
amended as follows:
1. Name Change. Except as otherwise specifically noted, the reference to
Value City Department Stores, Inc. and its wholly owned subsidiaries, throughout
the Agreement, is changed to Retail Ventures, Inc. and its subsidiaries ("RVI")
2. Section 3. Legal Advice and Legal Services. Effective January 31, 2004,
SSC ceased billing RVI for services provided by SSC's in-house legal staff to
RVI. On a going forward basis, the parties may mutually agree to engage the
in-house legal staff of SSC for consultation and advice for the performance of
legal services at rates agreed upon by the parties.
3. Section 5. Insurance and Risk Management. Effective June 29, 2003, RVI
took over all risk management and the insurance administration for RVI,
including, but not limited to, property and safety management. SSC continued to
administer prior general liability claims and workers' compensation claims under
policies for which SSC was the Guarantor until the administration of these prior
claims were transferred to RVI by July, 2004.
4. Section 6. Store Planning, Design and Construction. Effective ___,
200_, SSC Store Planning, Design and Construction ceased performing services to
RVI
5. Section 7. Import Agency Services. Effective the 3rd day of August,
2003, SSC ceased providing import services to RVI.
6. Section 9. Travel. Effective January 31, 2004, SSC ceased operating a
travel department for its subsidiaries, including RVI.
7. Section 11. Offset. Effective as of June 11, 2002, this Section is
restated to read as follows:
SSC shall have the right to offset any amounts owed to SSC by
RVI against any payments then owed by SSC to RVI. RVI shall have the
right to offset any amounts owed to RVI by SSC against any payments
then owed by RVI to SSC.
8. Additional Services. Effective February 1, 2005, the parties agree
that, should additional services be desired, they will negotiate in good faith
with each other the nature of those services and the payment to be made
therefore, provided that before any additional services may be provided to RVI
by SSC, the terms thereof must be approved
in advance by the Audit Committee of the Board of Directors of RVI, or if
applicable the Audit Committee of the Board of Directors of DSW Inc.
9. Continuance of Liability Under the Agreement. The parties are executing
this amendment for the purpose of reflecting the changed responsibilities for
the furnishing of the referenced services and not to change the responsibilities
which may accrue or may have accrued under the Agreement regardless of the
effective date of this amendment.
10. Effective Date. This amendment to the Agreement shall be effective the
first day of February, 2005. All terms of the Agreement shall remain in full
force and effect, except as amended, modified or restated by this amendment.
IN WITNESS WHEREOF, the parties have caused this amendment to the
Agreement to be signed by their respective officers, thereunto duly authorized,
as of the date first above written.
SCHOTTENSTEIN STORES CORPORATION
By: ____________________________________
RETAIL VENTURES, INC.
By: _____________________________________
