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                                                                   EXHIBIT 10(r)

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 1st
day of February, 2004, by and among Big Lots, Inc., an Ohio corporation ("BLI"),
Big Lots Stores, Inc., an Ohio corporation ("BLSI") (BLI, BLSI and their
respective affiliates, predecessor, successor, subsidiaries and other related
companies are hereinafter jointly referred to as "Employer"), and Donald A.
Mierzwa ("Executive").

                                   WITNESSETH:

         WHEREAS, the Employer desires to engage Executive to perform services
for the Employer and Executive desires to perform such services, on the terms
and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the
Parties hereby agree as follows:

1.       EMPLOYMENT.

         (a)      DUTIES AND SERVICES. Employer hereby employs Executive as an
                  Executive Vice President (or other appropriate title as
                  designated by the Employer in its sole discretion) and
                  Executive hereby accepts such employment, and shall perform
                  services of a business, professional or commercial nature for
                  the Employer in furtherance of the Employer's business. In
                  performance of these duties, Executive shall be subject to the
                  direction of and report to an individual holding one or more
                  of the following titles: Chief Executive Officer, President,
                  and/or Chief Administrative Officer of Employer.

         (b)      ADDITIONAL POSITIONS. Executive shall, without any
                  compensation in addition to that which is specifically
                  provided in this Agreement, serve as an officer of the
                  Employer and in such substitute or further offices or
                  positions with Employer as shall from time to time be
                  reasonably requested by the Employer. Each office and position
                  with the Employer, in which Executive may serve or to which he
                  may be appointed, shall be consistent in title and duties with
                  Executive's position. For service as a director or officer of
                  Employer, which service shall in each instance be deemed to be
                  at the request of the Employer and its Board of Directors,
                  Executive shall be entitled to the protection of the
                  applicable indemnification provisions of the charter and code
                  of regulations of Employer and Employer agrees to indemnify
                  and hold harmless Executive from and against any claims,
                  liabilities, damages or expenses incurred by Executive in or
                  arising out of the status, capacities and activities as an
                  officer or director of the Employer, to the maximum extent
                  permitted by law and in accordance with any agreement for
                  indemnification. On any termination of his employment,
                  Executive shall be deemed to have resigned from all offices
                  and directorships held by Executive.

         (c)      FULL TIME AND ATTENTION. Executive agrees to his employment as
                  described herein and agrees to devote all of his time and best
                  efforts to the performance of his duties under this Agreement.
                  Except as expressly permitted herein, Executive shall not,
                  without the prior written consent of Employer, directly or
                  indirectly during the term of this Agreement, render services
                  of a business, professional or commercial nature to any other
                  person or firm, whether for compensation or otherwise. So long
                  as it does not interfere with his full-time employment
                  hereunder, Executive may attend to outside investments and
                  serve as a director, trustee or officer of or otherwise
                  participate in educational, welfare, social, religious and
                  civic organizations.

2.       TERM.

         Subject to the provisions for termination provided in this Agreement,
         the term of this Agreement shall commence on February 1, 2004 and shall
         continue thereafter until Executive's employment is terminated. This
         Agreement supersedes and replaces the July 29, 2002 Employment
         Agreement between Big Lots Stores, Inc. and its parent, affiliated,
         predecessor, successor, subsidiary and other related companies and
         Executive.

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3.       COMPENSATION AND BENEFITS.

         (a)      BASE SALARY. As compensation for his services hereunder, the
                  Employer shall pay Executive, an annual base salary (the "Base
                  Salary") payable in equal installments on regular payroll
                  dates designated by the Employer, an annual rate of Three
                  Hundred Fifty Thousand Dollars ($350,000). At least annually,
                  the Compensation Committee of the BLI Board of Directors shall
                  review Executive's performance and determine whether an
                  increase in the Executive's Base Salary is merited. Provided,
                  however, that in no event shall the Base Salary be adjusted to
                  an amount lower than the annual rate initially enumerated in
                  this Paragraph.

         (b)      BENEFITS. Executive shall be entitled to participate in any
                  group health care, hospitalization, life insurance, dental,
                  disability or other benefit plans ("Benefit Plans") available
                  to executives in the same or similar job classification (other
                  than bonus compensation or performance plans to the extent
                  that such plans, in the case of Executive, are in lieu of the
                  bonus plan set forth in Paragraph 4 herein). Executive's
                  participation in and benefits under any such Benefit Plans
                  shall be in accordance with the terms and subject to the
                  conditions specified in the governing document of the
                  particular Benefit Plan(s).

         (c)      VACATION AND SICK LEAVE. Executive shall be entitled to such
                  periods of vacation and sick leave each year as provided under
                  Employer's Vacation and Sick Leave Policy for executives of
                  the same or similar job classification.

         (d)      AUTOMOBILE ALLOWANCE. During the term of this Agreement,
                  Employer shall provide Executive with an automobile or a
                  monthly automobile allowance, in accordance with applicable
                  policies of the Employer for executives of the same or similar
                  job classification.

4.       BONUS.

         Executive shall be eligible to participate in the 1998 Big Lots, Inc.
         Key Associate Annual Compensation Plan, as amended (or any such
         successor plan, hereinafter "Bonus Program"). Executive shall be
         eligible to receive a bonus for the fiscal year beginning February 1,
         2004, and for each subsequent fiscal year of employment completed
         during the term of this Agreement. Executive's bonus shall be an amount
         equal to the Base Salary at the end of such fiscal year multiplied by
         the Bonus Payout percentage as determined by the Bonus Program set each
         fiscal year by the Compensation Committee of BLI's Board of Directors.
         The Bonus Program is based upon the achievement of Employer's annual
         financial plan. The Target Bonus for Executive is 60% of Base Salary
         and the Stretch Bonus for Executive is 120% of Base Salary, both of
         which are defined by the Compensation Committee of BLI's Board of
         Directors and are subject to adjustment by BLI's Board of Directors;
         provided however, Executive's Target Bonus shall never fall below 60%
         of Base Salary and Executive's Stretch Bonus shall never fall below
         120% of base salary. Payment of the Bonus described in this Paragraph
         is subject to the terms of the Bonus Program and any agreements issued
         thereunder.

5.       EXPENSES.

         Employer shall reimburse Executive during the term of this Agreement
         for travel, entertainment and other expenses reasonably incurred by
         Executive in the promotion of Employer's business. Executive shall
         furnish such documentation and/or receipts with respect to
         reimbursement to be paid as requested by the Employer.

6.       TERMINATION.

         The employment of Executive under this Agreement and term hereof shall
         be controlled by this Agreement, exclusively and without regard to any
         termination, severance, income continuation, or similar policies of
         Employer. Such employment may be terminated:

         (a)      WITHOUT CAUSE, EMPLOYER TERMINATION. By Employer without cause
                  at any time upon thirty (30) days notice to the Executive of
                  such termination, or

         (b)      WITHOUT CAUSE, EXECUTIVE TERMINATION. By Executive without
                  cause at any time upon thirty (30) days notice to

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                  the Employer of such termination, or

         (c)      UPON DEATH OR LONG-TERM DISABILITY OF EXECUTIVE. By Employer
                  upon the death or long-term disability of Executive, or

         (d)      FOR CAUSE, EMPLOYER TERMINATION. By Employer for cause at any
                  time. For purposes hereof, the term "cause" shall mean:

                  (i)      Executive's conviction of fraud, a felony or other
                           crime involving moral turpitude or Executive's
                           commission of acts of embezzlement or theft in
                           connection with his duties or in the course of his
                           employment.

                  (ii)     Executive engaging in Competitive Activities,
                           disclosing confidential information, or his willful
                           breach of any material provision of this Agreement.

                  (iii)    The term "Competitive Activities" shall mean
                           Executive's participation, without the written
                           consent of the Board of Directors of the Employer, in
                           any business enterprise if such business enterprise
                           engages in direct competition with the Employer. For
                           purposes of this Agreement, a business enterprise
                           shall be considered in direct competition with the
                           Employer, if such business enterprise's sales,
                           related to any activity then engaged in by the
                           Employer, amount to ten percent (10%) or more of such
                           business enterprise's total sales or one percent (1%)
                           of Employer's annual sales. "Competitive Activities"
                           shall not include the mere ownership of securities in
                           any publicly-traded enterprise and the exercise of
                           rights appurtenant thereto.

                  (iv)     Any termination of Executive for "cause" shall not be
                           effective until Employer delivers written notice to
                           Employee pursuant to the terms of Paragraph 11 of
                           this Agreement.

                  (v)      Any termination by reasons of the foregoing
                           Subparagraphs (i)-(iv) shall not be in limitation of
                           any other right or remedy the Employer may have under
                           this Agreement, at law, in equity or otherwise.

7.       EFFECT OF TERMINATION.

         (a)      WITHOUT CAUSE EFFECT, EMPLOYER TERMINATION. In the event of
                  the termination of Executive's employment by Employer pursuant
                  to Paragraph 6(a) above, except as otherwise provided in
                  Paragraph 5 of this Agreement, Employer shall have no
                  obligation to pay any compensation or benefits of any kind to
                  Executive other than,

                  (i)      Base Salary that has been earned but not been paid up
                           to and including the date of termination;

                  (ii)     A prorata portion of the Bonus under this Agreement
                           based upon the amount of time worked by the Executive
                           in the fiscal year when such termination is
                           effective, provided, however, that such prorata
                           portion will be determined in the ordinary course of
                           business and paid at such time following the close of
                           the fiscal year that such other eligible executives
                           receive such payment;

                  (iii)    A continuation of Base Salary, automobile allowance
                           (or use of present company automobile), any Benefit
                           Plans for which Executive is eligible and enrolled,
                           for twelve (12) months following the termination of
                           this Agreement;

                  (iv)     The Benefit Plans and automobile allowance/use
                           contained in Subparagraph (iii), above, shall cease
                           if during the twelve (12) months following
                           termination, Executive is entitled to receive the
                           same or similar benefits from another employer.

         (b)      WITHOUT CAUSE EFFECT, EXECUTIVE TERMINATION. In the event of
                  the termination of Executive's employment by Executive
                  pursuant to Paragraph 6(b) above, Employer shall have no
                  obligation to pay any compensation or benefits of any kind to
                  Executive other than Base Salary that has been earned but not
                  been paid up to and including the date of termination, and
                  Executive shall not be entitled to receive any Bonus under
                  this Agreement or otherwise.

         (c)      DEATH OR LONG-TERM DISABILITY. In the event of the termination
                  of Executive's employment by reason of death or long-term
                  disability pursuant to Paragraph 6(c) above, Employer shall
                  have no obligation to pay any compensation or benefits of any
                  kind to Executive or the Executive's estate, other than as
                  follows:

                  (i)      Base Salary that has been earned but not been paid up
                           to and including the date of termination;

                  (ii)     A prorata portion of the Bonus under this Agreement
                           based upon the amount of time worked by the Executive
                           in the fiscal year when such termination is
                           effective, provided, however, that such prorata
                           portion will be determined in the ordinary course of
                           business and paid at such time

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                           following the close of the fiscal year that such
                           other eligible executives receive such payment;

                  (iii)    In the case of long-term disability, a continuation
                           of Base Salary and any Benefit Plans for which
                           Executive is eligible and enrolled for six (6) months
                           following the termination of this Agreement and any
                           long-term disability benefits for which Executive is
                           eligible under the Employer's long-term disability
                           group insurance plan.

                  (iv)     The term "Long-Term Disability" shall be construed as
                           it is defined in the Employer's long-term disability
                           group insurance plan.

         (d)      FOR CAUSE EFFECT. In the event of termination for any of the
                  reasons for cause set forth in Paragraph 6(d) above, except as
                  otherwise provided in Paragraph 5 of this Agreement, Executive
                  shall not be entitled to further compensation or other
                  benefits under this Agreement (other than as provided by law),
                  except as to Base Salary that has been earned but not been
                  paid up to and including the date of termination. Further,
                  Executive shall not be entitled to receive any Bonus
                  determined under this Agreement or otherwise.

8.       CHANGE IN CONTROL.

         If there is a Change in Control (as defined herein) and Executive's
         employment is thereupon terminated or terminated within twenty four
         (24) months after the effective date thereof, Executive shall be
         entitled to the termination benefits as set forth in this Paragraph and
         its subparagraphs in lieu of other provisions of this Agreement. For
         purposes of this Paragraph, Executive's employment shall be deemed to
         have been terminated following a change in control only if Employer
         terminates such employment without cause (as defined in paragraph 6(a)
         above), or if a Constructive Termination occurs. "Constructive
         Termination" shall mean a resignation by Executive because of any
         material adverse change or material diminution in Executive's then
         current reporting relationships, job description, duties,
         responsibilities, compensation, perquisites, office or location of
         employment (as reasonably determined by Executive in his good faith
         discretion); provided, however, that Executive shall notify Employer in
         writing at least forty five (45) days in advance of any election by
         Executive to terminate his employment because of a Constructive
         Termination hereunder, specifying the nature of the alleged adverse
         change or diminution and Employer shall have a period of ten (10)
         business days after the receipt of such notice to cure such alleged
         adverse change or diminution before Executive shall be entitled to
         exercise any such rights and remedies. Executive shall not be entitled
         to the benefits available hereunder unless such notice is timely given.

         (a)      CHANGE IN CONTROL BENEFITS. The benefits payable to Executive
                  are as follows:

                  (i)      Employer shall pay to Executive a lump sum cash
                           payment, net of any applicable withholding taxes, in
                           an amount equal to two (2) times his Base Salary
                           immediately prior to the effective date of such
                           Change in Control (the "Lump Sum Payment"); provided,
                           that if there are fewer than twenty four (24) months
                           remaining from the date of Executive's termination to
                           Executive's normal retirement date at age 65,
                           Employer shall instead pay Executive a prorata amount
                           of the Lump Sum Payment based upon the number of
                           months remaining until Executive's normal retirement
                           date at age 65. The applicable amount shall be paid
                           on or before the next regular payroll date following
                           the termination of the Executive's employment.

                  (ii)     In addition to the payment described in Paragraph
                           8(a)(i) above, Employer shall pay to Executive a lump
                           sum cash payment, net of any applicable withholding
                           taxes, in an amount equal to two (2) times the
                           Executive's then current Stretch Bonus, as defined in
                           and determined annually by the Compensation Committee
                           of BLI's Board of Directors; provided, that:

                           (A)      In the event the Executive's Bonus is
                                    undefined or is not subject to a maximum
                                    payout, the Executive's Bonus shall be
                                    deemed to be 200% of the Executive's then
                                    current Base Salary, and

                           (B)      If there are fewer than twenty four (24)
                                    months remaining from the date of
                                    Executive's termination to Executive's
                                    normal retirement date at age 65, Employer
                                    shall instead pay Executive a prorata amount
                                    of the Lump Sum Bonus Payment based upon the
                                    number of months remaining until Executive's
                                    normal retirement date at age 65. Executive
                                    shall receive the Lump Sum Bonus Payment at
                                    the same time Executive receives the Lump
                                    Sum Payment described above.

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                  (iii)    A continuation of any Benefit Plans for which
                           Executive (and his spouse and/or dependents, if their
                           participation is permitted under the terms of the
                           subject plan) is eligible and enrolled for twelve
                           (12) months following the termination of this
                           Agreement; provided, that Executive's participation
                           in the plans referred to herein shall be terminated
                           (other than as provided by law) when and to the
                           extent that Executive is entitled to receive the same
                           or similar benefits from another employer during such
                           period. Executive's participation in and benefits
                           under any such plan shall be on the terms and subject
                           to the conditions specified in the governing document
                           of the particular Benefit Plan(s).

                  (iv)     If all or any portion of the amount payable under
                           paragraph 8(a)(i) and 8(a)(ii) of this Agreement,
                           either alone or together with other amounts that
                           Executive is entitled to receive in connection with a
                           Change in Control, constitutes "excess parachute
                           payments" within the meaning of Section 280G of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code"), or any successor provision, that are subject
                           to the excise tax imposed by Section 4999 of the Code
                           (or any similar tax or assessment), the amounts
                           payable hereunder shall be increased to the extent
                           necessary to place Executive in the same after-tax
                           position as Executive would have been had no such
                           excise tax or assessment been imposed on any such
                           payment paid or payable to Executive under Paragraph
                           8(a)(i) and 8(a)(ii) of this Agreement or any other
                           payment that Executive may receive as a result of
                           such Change in Control. The determination of the
                           amount of any such tax or assessment and the
                           resulting amount of incremental payment required
                           hereby in connection therewith shall be made by the
                           independent accounting firm employed by Employer
                           immediately prior to the applicable Change in
                           Control, within thirty (30) calendar days after the
                           payment of the amount payable pursuant to Paragraph
                           8(a)(i) and 8(a)(ii) of this Agreement. Said
                           incremental payment shall be made within five (5)
                           business days after said determination has been made.

                  (v)      If, after the date upon which any payment is to be
                           made under this Paragraph, it is determined (pursuant
                           to final judgment of a court of competent
                           jurisdiction or an agreed upon tax assessment) that
                           the amount of excise or other similar taxes or
                           assessments payable by Executive is greater than the
                           amount initially so determined, then Employer shall
                           pay Executive an amount equal to the sum of (i) such
                           additional excise or other similar taxes, plus (ii)
                           any interest, fines and penalties resulting from such
                           underpayment, plus (iii) an amount necessary to
                           reimburse Executive for any income, excise or other
                           tax or assessment payable by Executive with respect
                           to the amounts specified in (i) and (ii) above, and
                           the reimbursement provided by this clause (iii).
                           Payment thereof shall be made within five (5)
                           business days after the date upon which such
                           subsequent determination is made.

                  (vi)     In addition to the benefits described above,
                           Executive shall be entitled to all rights derived
                           under the Big Lots, Inc. 1996 Performance Incentive
                           Plan, as Amended (f/k/a Consolidated Stores
                           Corporation 1996 Performance Incentive Plan, as
                           Amended) in the event of a "Change in Effective
                           Control" (as defined in that plan).

         (b)      CHANGE IN CONTROL DEFINED. As used herein, "Change in Control"
                  means any of the following events:

                  (i)      Any person or group (as defined for purposes of
                           Section 13(d) of the Securities Exchange Act of 1934)
                           becomes the beneficial owner of, or has the right to
                           acquire (by contract, option, warrant, conversion of
                           convertible securities or otherwise), 20% or more of
                           the outstanding equity securities of BLI entitled to
                           vote for the election of directors;

                  (ii)     A majority of the Board of Directors of BLI is
                           replaced within any period of two (2) years or less
                           by directors not nominated and approved by a majority
                           of the directors of BLI in office at the beginning of
                           such period (or their successors so nominated and
                           approved), or a majority of the Board of Directors of
                           BLI at any date consists of persons not so nominated
                           and approved;

                  (iii)    The stockholders of BLI approve an agreement to
                           reorganize, merge or consolidate with another
                           corporation (other than BLSI or an affiliate); or

                  (iv)     The stockholders of BLI adopt a plan or approve an
                           agreement to sell or otherwise dispose of all or
                           substantially all of BLI's assets (including without
                           limitation, a plan of liquidation or dissolution), in
                           a single transaction or series of related
                           transactions.

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         (c)      EFFECTIVE DATE/TERMS. The effective date of any such Change in
                  Control shall be the date upon which the last event occurs or
                  last action taken such that the definition of such Change in
                  Control (as set forth above) has been met. For purposes of
                  this Agreement, the term "affiliate" shall mean:

                  (i)      Any person or entity qualified as part of an
                           affiliated group which includes BLSI and BLI pursuant
                           to Section 1504 of the Code; or

                  (iii)    Any person or entity qualified as part of a
                           parent-subsidiary group of trades and businesses
                           under common control within the meaning of Treasury
                           Regulation Section 1.414(c-2)(b). Determination of
                           affiliate shall be tested as of the date immediately
                           prior to any event constituting a Change in Control.
                           The other provisions of this Paragraph
                           notwithstanding, the term "Change in Control" shall
                           not mean any transaction, merger, consolidation, or
                           reorganization in which BLI exchanges or offers to
                           exchange newly issued or treasury shares in an amount
                           less than 50% of the then outstanding equity
                           securities of BLI entitled to vote for the election
                           of directors, for 51% or more of the outstanding
                           equity securities entitled to vote for the election
                           of at least the majority of the directors of a
                           corporation other than BLI or an affiliate thereof
                           (the "Acquired Corporation"), or for all or
                           substantially all of the assets of the Acquired
                           Corporation.

         (d)      LEGAL COUNSEL. If Executive hires legal counsel with respect
                  to any alleged failure of Employer to comply with any terms of
                  Paragraph 8 of this Agreement, or institutes any negotiation
                  or institutes or responds to any legal action to assert or
                  defend the validity of or to enforce Executive's rights under
                  Paragraph 8 of this Agreement, or to recover damages for
                  breach of Paragraph 8 of this Agreement, Employer shall pay
                  Executive's actual expenses for attorneys' fees and
                  disbursements, together with such additional payments, if any,
                  as may be necessary so that the net after-tax payments so made
                  to Executive equal such fees and disbursements; provided,
                  however, that Executive shall be responsible for his own fees
                  and expenses with respect to any lawsuit between Executive and
                  Employer to enforce rights or obligations under this Paragraph
                  8 in which Employer is the prevailing party. The fees and
                  expenses incurred by Executive in instituting or responding to
                  any such negotiation or legal action shall be paid by Employer
                  as they are incurred, in advance of the final disposition of
                  the action or proceeding, upon receipt of an undertaking by
                  Executive to repay such amounts if Employer is ultimately
                  determined to be the prevailing party.

         (e)      INTEREST. If any amount due Executive by the terms of this
                  Paragraph 8 is not paid when due, then Employer shall pay
                  interest on said amount at an annual rate equal to the base
                  lending rate of National City Bank, Cleveland, Ohio, or
                  successor, as in effect from time to time, for the period
                  between the date on which such payment is due and the date
                  said amount is paid.

         (f)      NO RIGHT OF SETOFF. Employer's obligation to pay Executive the
                  compensation and to make the arrangement required in this
                  Paragraph 8 shall be absolute and unconditional and shall not
                  be affected by any circumstance, including, without
                  limitation, any setoff, counterclaim, recoupment, defense or
                  other right that Employer may have against Executive or
                  otherwise. All amounts payable by Employer hereunder shall be
                  paid without notice or demand. Subject to the proviso in this
                  Paragraph 8, each and every payment made hereunder by Employer
                  shall be final and Employer shall not seek to recover all or
                  any part of such payment from Executive or from whosoever may
                  be entitled thereto, for any reason whatsoever. Executive
                  shall not be obligated to seek other employment or
                  compensation or insurance in mitigation of any amount payable
                  or arrangement made under this Paragraph 8, and the obtaining
                  of any such other employment or compensation or insurance,
                  except as otherwise provided in this Agreement, shall in no
                  event effect any reduction of Employer's obligations to make
                  the payments and arrangements required under this Paragraph 8.

9.       COVENANTS OF EXECUTIVE.

         (a)      Covenants. Executive acknowledges that the principal
                  businesses of Employer include the operation of its "Big Lots"
                  discount general merchandise consumer goods retail outlets,
                  the inventories of which are acquired primarily through
                  special purchase situations such as overstocks, closeouts,
                  liquidations, bankruptcies, wholesale distribution of
                  overstock, distress, liquidation and other volume inventories,
                  the operation of its Big Lots Furniture Stores, and its
                  wholesale operations (the "Company Business"); and

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                  Employer is one of the limited number of entities who have
                  developed such business; and the Company Business is national
                  in scope; and Executive's work for Employer will give him
                  access to the confidential affairs of Employer; and the
                  agreements and covenants of Executive contained in
                  Subparagraphs (i)-(iii) herein ("Restrictive Covenants") are
                  essential to the business and goodwill of Employer.
                  Accordingly, Executive covenants and agrees that:

                  (i)      During the term of Executive's employment with
                           Employer and for a period of one (1) year (the
                           "Restricted Period") following the termination of his
                           employment in any manner, Executive shall not in any
                           location where Employer's retail stores are located
                           throughout the United States, directly or indirectly,
                           (1) engage in the Company Business for Executive's
                           own account (other than pursuant to this Agreement),
                           (2) render any services to any person engaged in such
                           activities (other than Employer), or (3) render any
                           services to, or in any manner become employed, by
                           Wal-Mart, Kmart, Target, Dollar General, Family
                           Dollar, Dollar Tree, Retail Ventures, Inc., Fred's,
                           99(cent) Stores, Canned Foods, Tuesday Morning, TJX
                           Corporation, or any grocery store chain, regardless
                           of size. Further, Employee agrees not to render any
                           services to, or in any manner become employed by, any
                           parent, subsidiary or other related entity of the
                           above listed entities. However, in the event of a
                           Change in Control as defined in this Agreement, the
                           Restricted Period shall be for a period of six (6)
                           months.

                  (ii)     During the term of Executive's employment with
                           Employer and for a period of two (2) years following
                           the termination of his employment in any manner,
                           Executive shall keep secret and retain in strictest
                           confidence, and shall not use for his benefit or the
                           benefit of others, all confidential matters relating
                           to the Company Business hereafter learned by
                           Executive, and shall not disclose them to anyone
                           except with Employer's express written consent and
                           except for information which is at the time of
                           receipt or thereafter, becomes publicly known through
                           no wrongful act of Executive, or is received from a
                           third party not under an obligation to keep such
                           information confidential and without breach of this
                           Agreement.

                  (iii)    During the term of Executive's employment with
                           Employer and for a period of two (2) years following
                           the termination of his employment in any manner,
                           without Employer's prior written consent, Executive
                           will not directly or indirectly, solicit, encourage
                           to leave the employment of Employer or hire any
                           employee of Employer.

         (b)      ACKNOWLEDGMENT. Executive acknowledges that the foregoing
                  restrictions are reasonable in light of the nature of the
                  services the Employer provides. Executive and the Employer
                  agree that the Employer has legitimate reasons for requiring
                  such Restrictive Covenants from Executive. Executive
                  acknowledges that he understands the restrictions and has had
                  an opportunity to fully discuss these restrictions with the
                  Employer and accepts the restrictions.

         (c)      MAXIMUM ENFORCEABLE RESTRICTION. In the event that any or all
                  of the Restrictive Covenants contained in this Paragraph shall
                  be determined by a court of competent jurisdiction to be
                  unenforceable by reason of the temporal restrictions being too
                  great, or by reason that the range of activities covered are
                  too great, or for any other reason, they shall be interpreted
                  to extend over the maximum period of time, range of activities
                  or other restrictions as to which they may be enforceable.

         (d)      INJUNCTIVE RELIEF. The Parties agree that a breach of the
                  Restrictive Covenants contained in this Paragraph may cause
                  irreparable damage to the Employer, the extent of which may be
                  difficult to ascertain, and that the award of damages may not
                  be adequate relief. Therefore, Executive agrees that, in the
                  event of a breach or a threatened breach of the Restrictive
                  Covenants, the Employer may institute an action to compel the
                  specific performance of same and obtain injunctive relief,
                  without bond; Executive agrees not to assert adequacy of money
                  damages as a defense and agrees that such remedy shall be
                  cumulative, not exclusive, and in addition to any other
                  available remedies, and that the Employer may require
                  Executive to account for and pay over to Employer all
                  compensation, profits, monies, accruals, increments, or other
                  benefits derived or received by him as the result of any
                  transactions constituting a breach of the Restrictive
                  Covenants. Employer may set off any amounts finally determined
                  by a court of competent jurisdiction to be due it under this
                  Paragraph against any amounts owed to Executive. The Parties
                  agree that any action for breach of the Restrictive Covenants
                  and/or injunctive relief shall be venued in the Court of
                  Common Pleas, Franklin County, Ohio, and that Ohio law governs
                  the terms of this Agreement.

<PAGE>

         (e)      TOLLING PERIOD. Executive acknowledges that under the terms of
                  the Restrictive Covenants contained in this Paragraph, the
                  Employer is entitled to receive a period of one (1) year of
                  non-competition, and two (2) years of non-solicitation and
                  confidentiality immediately following termination of
                  Executive's employment. Executive agrees that if any of these
                  obligations to the Employer are breached during the one (1)
                  year period or non-competition, and/or the two (2) year period
                  of non-solicitation and confidentiality, then the time period
                  will be extended for the length of time that Executive failed
                  to fulfill his obligations.

10.      WITHHOLDING TAXES.

         Except as otherwise provided, all payments to Executive, including the
         bonus compensation under this Agreement, shall be subject to
         withholding on account of federal, state, and local taxes as required
         by law.

11.      NOTICES.

         Any notice or other communication required or permitted hereunder shall
         be in writing and shall be delivered personally, sent by facsimile
         transmission or sent by certified or priority mail, postage prepaid.
         Any such notice shall be deemed given when so delivered personally, or
         sent by facsimile transmission or, if mailed, five (5) days after the
         date of deposit in the United States mail as follows:

         (a)      If to the Employer to:    Big Lots Stores, Inc.
                                            300 Phillipi Road
                                            Columbus, Ohio 43228-1310
                                            Attention: General Counsel

                  With a copy to:           Big Lots Stores, Inc.
                                            300 Phillipi Road
                                            Columbus, Ohio 43228-1310
                                            Attention: Chief Executive Officer

         (b)      If to the Executive to:   Donald A. Mierzwa
                                            5739 Medallion Drive
                                            Westerville, Ohio 43082

         (c)      CHANGE OF ADDRESS. Any such person may by notice given in
                  accordance with this Paragraph to the other parties hereto,
                  designate another address or person for receipt by such person
                  of notices hereunder.

12.      SEVERABLE PROVISIONS.

         The provisions of this Agreement are severable, and if any one or more
         provisions may be determined to be invalid or otherwise unenforceable,
         in whole or in part, the remaining provisions and any partially
         unenforceable provision, to the maximum extent enforceable, shall,
         nevertheless, be binding and enforceable.

13.      MODIFICATION.

         This Agreement collectively sets forth the entire understanding of the
         Parties with respect to the subject matter hereof, supersedes all
         existing agreements between them concerning such subject matter, and
         may be modified only by a written instrument duly executed by each
         party.

14.      WAIVER.

         Any waiver by either party of a breach of any provision of this
         Agreement shall not operate as or be construed to be a waiver of any
         other breach of such provision or of any breach of any other provision
         of this Agreement. The failure

<PAGE>

         of a party to insist upon strict adherence to any term of this
         Agreement on one or more occasions shall not be considered a waiver or
         deprive that party of the right thereafter to insist upon strict
         adherence to that term or any other term of this Agreement. Any waiver
         must be in writing.

15.      BINDING EFFECT.

         Executive's rights and obligations under this Agreement shall not be
         transferable by assignment or otherwise, such rights shall not be
         subject to commutation, encumbrance, or the claims of Executive's
         creditors, and any attempt to do any of the foregoing shall be void.
         The provisions of this Agreement shall be binding upon and inure to the
         benefit of Executive and his heirs and personal representatives, and
         shall be binding upon and inure to the benefit of the Employer and its
         successors.

16.      NO THIRD-PARTY BENEFICIARIES.

         This Agreement does not create, and shall not be construed as creating,
         any rights enforceable by any person not a party to this Agreement.

17.      HEADINGS.

         The headings in this Agreement are solely for the convenience of
         reference and shall be given no effect in the construction or
         interpretation of this Agreement.

18.      COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

19.      GOVERNING LAW, JURISDICTION AND ARBITRATION.

         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Ohio, without giving effect to conflict of
         laws. Any dispute arising out of or relating to this Agreement or any
         breach of this Agreement, with the exceptions of the Restrictive
         Covenants contained in Paragraph 9, shall be submitted to and
         determined in binding arbitration, and such method shall be the
         exclusive method for resolving such disputes. This provision includes
         any and all claims and remedies that the Executive could bring against
         the Employer arising out of his employment, including, but not limited
         to, claims for negligence, wrongful discharge, discrimination,
         harassment, intentional tort, infliction of emotional distress,
         defamation, or loss of consortium. Submission may be made by either
         party and must be made within thirty (30) days subsequent to the
         dispute arising. Thereafter, the parties hereto shall take such steps
         as are necessary to assure that the dispute will be promptly settled by
         arbitration, in accordance with the then-current Commercial Arbitration
         Rules of the American Arbitration Association, within ninety (90) days
         of its submission. The arbitration shall be conducted by a single
         arbitrator selected by the parties. If the parties have not selected an
         arbitrator within ten (10) days of written demand for arbitration, the
         arbitrator shall be selected by the American Arbitration Association.
         Each party shall bear all its own legal fees and expenses. All
         arbitration proceedings shall be conducted in the federal judicial
         district where Executive maintains his principal place of employment
         for the Company. Judgment upon any award rendered by the arbitrator may
         be entered in any court having jurisdiction thereof.

20.      EMPLOYER PROPERTY.

         Upon termination of Executive's employment for any reason, or at any
         time at the Employer's request, Executive shall deliver up to the
         Employer, all property, keys, materials, documents, records, manuals,
         notebooks, or papers and any copies thereof maintained in any form that
         in any way relate to the business and activities of the Employer that
         may be in the possession, or under the control of Executive.

<PAGE>

21.      CONFLICTING AGREEMENTS.

         Executive represents and warrants that he is free to enter into this
         Agreement and that Executive has not made and will not make any
         agreements in conflict with this Agreement.

22.      SURVIVAL.

         The covenants, agreements, representations, and warranties contained in
         or made pursuant to this Agreement shall survive Executive's
         termination of employment, whatever the reason for termination of such
         employment, and shall survive any termination of this Agreement,
         irrespective of any investigation made by or on behalf of any party.

         WHEREUPON, the Parties hereto voluntarily enter into this Agreement as
of this 15th day of February, 2004.

Big Lots, Inc.                                            Executive
/s/ Albert J. Bell                               /s/ Donald A. Mierzwa
----------------------------------------         -------------------------------
By:  Albert J. Bell                              Printed Name: Donald A. Mierzwa
Its:  Chief Administrative Officer

Big Lots Stores, Inc.
/s/ Brad A. Waite
----------------------------------------
By:  Brad A. Waite
Its: Executive Vice President