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                                                                   EXHIBIT 10.41

                       VALUE CITY DEPARTMENT STORES, INC.
                        2003 INCENTIVE COMPENSATION PLAN

1.1 Plan Adoption. Value City Department Stores, Inc., an Ohio Corporation
("Corporation"), hereby adopts the Value City 2003 Incentive Compensation Plan
("Plan"), subject to the approval of the Corporation's shareholders. The Plan
shall become effective upon the approval of the shareholders of the Corporation
(the "Effective Date") and shall remain in effect through fiscal 2007, subject
to the right of the Board of Directors to amend or terminate the Plan.

1.2 Purpose. The purpose of the Plan is to optimize the growth and profitability
of the Corporation by providing to key executive officers incentives that
encourage, recognize, and reward exceptional levels of corporate, business unit,
or individual performance. The Plan's intent is to use award dollars as a clear
communication vehicle linking the interests of eligible key executive officers
with the interests of the Corporation by establishing a direct link between
performance and incentive payments. The Plan is designed to qualify compensation
paid under the Plan as performance based compensation that is fully deductible
by the Corporation.

                                   DEFINITIONS

The following terms used in the Plan shall have the meanings set forth below.

2.1 "Associate" means any full-time, active employee of the Corporation.

2.2 "Award" means, individually or collectively, a grant under this Plan of an
opportunity to earn a cash bonus payment upon the terms and conditions set forth
in the action of the Committee granting the Award.

2.3 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.4 "Committee" has the meaning set forth in Section 3.1 herein.

2.5 "Corporation" means Value City Department Stores, Inc., an Ohio corporation,
together with any parent, subsidiary or successor thereto.

2.6 "Covered Officer" means an Officer designated as a "covered officer"
pursuant to Section 4.1.

2.7 "Director" means any individual who is a member of the Board of Directors of
the Corporation.

2.8 "Disability" means any injury of the body or any disorder of the body or
mind which renders the Participant unable to perform the material and
substantial duties of his regular employment by the Corporation at the time of
his termination of employment with the Corporation. The Corporation's
determination that a termination of employment was not due to Disability may be
disputed by a Participant for purposes of determining any Award payable under
Section 5.4 of this Plan upon written notice to the Corporation's Chief
Financial Officer within 30 days after the Participant's termination of
employment. If so disputed, the Corporation will promptly select a physician,
the Participant will promptly select a physician, and the physicians so selected
will select a third physician ("Independent Physician") who will make a binding
determination of Disability. The Participant will make himself available for and
submit to examinations by such physicians as may be directed by the Corporation.
Failure of the Participant to submit to any examination or failure of the
Independent Physician to render his determination within 90 days of the date of
the notice that the Participant disputed the Corporation's determination shall
constitute acceptance of the Corporation's determination as to Disability.

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2.9 "Effective Date" shall have the meaning ascribed to such term in Section 1.1
hereof.

2.10 "Officer" means any Associate elected as an executive officer of the
Corporation by the Board of Directors.

2.11 "Participant" means any Covered Officer who has outstanding an Award
granted under the Plan.

2.12 "Performance-based Exception" means the performance-based exception from
the tax deductibility limitations of Code Section 162(m).

2.13 "Parent" means any corporation, partnership, joint venture or other entity
which has a majority voting interest in the Corporation.

2.14 "Subsidiary" means any corporation, partnership, joint venture or other
entity in which the Corporation has a majority voting interest.

                                 ADMINISTRATION

3.1 The Committee. The Plan will be administered by the Compensation Committee
("Committee") of the Board of Directors of the Corporation composed of two or
more "outside directors" within the meaning of Code Section 162(m).

3.2 Authority. The Committee shall have the full power to select Covered
Officers who shall participate in the Plan; determine the size, terms and
conditions of Awards in. a manner consistent with the Plan; interpret and
construe the Plan; and adopt such rules, regulations, and procedures for the
administration of the Plan as the Committee deems necessary or advisable. The
Plan may be in addition to one or more other incentive compensation plans of the
Corporation that cover Associates that are not Covered Officers and which are
not administered by the Committee. The Plan may be designed to be consistent
with such other plan or plans, but must comply with the requirements set forth
in this Plan.

3.3 Decisions Binding. The Committee's interpretations of the Plan, and all
decisions and determinations made by the Committee, shall be conclusive and
binding on all parties, including the Corporation and any Participant or other
person claiming a right to payment with respect to an Award under the Plan.

                                   ELIGIBILITY

4.1 Covered Officers. All Executive Officers are eligible to be chosen to
participate in the Plan. Not later than 90 days after the beginning of each
fiscal year of the Corporation, the Committee will identify those Officers,
referred to herein as "Covered Officers," whose compensation for that year is
anticipated to be affected by the Code Section 162(m) limitation on the
deductibility of compensation and assign each such Covered Officer to a
Participant group for the purposes of defining their Awards under the Plan. The
Committee may withdraw its approval for participation for a Participant at any
time. In the event of such withdrawal, the Covered Officer concerned shall cease
to be an active Participant as of the date selected by the Committee.

4.2 Partial Year Participation. Persons who become Covered Officers after the
date of the Committee's initial grant of Awards but prior to the end of the
fiscal year, whether due to promotion, transfer or initial commencement of
employment with the Corporation, may be granted Awards by the Committee on a
partial year basis. In each such case, the Committee shall specify the terms and
conditions of such Award, including any pro rata allocations of the performance
measures to such partial year Participants.

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                                     AWARDS

5.1 Performance Measures. For each fiscal year, the Committee shall first
establish written annual performance goals based on any one or more of the
following objective performance measures:

(a) sales;

(b) operating profit (loss);

(c) income (loss) before provision for income taxes;

(d) net income (loss);

(e) net income (loss) per common share;

(f) earnings (loss) before interest and taxes:

(g) earnings (loss) before interest, taxes, amortization and depreciation;

(h) price of the Corporation's common stock;

(i) return on shareholders' equity;

(j) gross margin;

(k) inventory levels or inventory turnover;

(l) controllable selling, general and administrative expenses or separate
categories thereof;

(m) merchandise inventory shrinkage;

(n) new store openings and/or related start-up and capital expenditures; or

(o) any one or more of the foregoing (a) through (i) may be adjusted by the
Committee to include or exclude (A) extraordinary charges, and/or (B) any
accruals for restructuring programs, merger integration costs, or merger
transaction costs, and/or (C) adjustments for changes in accounting principles
and/or (D) other unusual or infrequent items (whether gains or losses) as
defined by generally accepted accounting principles (GAAP) which are disclosed
as a separate component of income or loss on the face of the income statement or
as may be disclosed in the notes to the financial statements.

Subject to the terms of the Plan, each of the performance goals may be defined
by the Committee on a corporate, affiliate, business unit or individual basis.
Each performance goal shall have a minimum performance standard below which no
payments will be made. The performance goals and determination of results shall
be based entirely on objective measures for all Covered Officers.

5.2 Grant of Performance Awards. Performance goals based on the preestablished
performance measures and the potential Awards that will be payable upon
attainment of those performance goals, expressed as a percentage of base salary
as of the end of each fiscal year, will be established in writing by the
Committee within 90 days after the commencement of the fiscal year to which the
goals relate. The target incentive compensation percentage for each selected
Participant will be based on the level and functional responsibility of his or
her position, size of the business for which the Participant is responsible, and
competitive practices. Performance goals may differ for Awards granted to any
one Participant or to different Participants. The Committee may determine that
any Award shall be based on more than one performance measure.

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5.3 Award Agreements. The Committee may require that any Award be evidenced by a
written agreement which may contain such terms and conditions as the Committee
may require. In the event of any conflict between such Award agreements and the
Plan, however, the terms of the Plan shall control.

5.4 Payment of Awards. Unless payment is deferred as provided in Section 5.6,
Awards will be payable in cash annually after the date the Corporation's audited
financial statements have been certified by the Corporation's auditor for the
relevant fiscal year of computation; provided that awards will be paid to
Covered Officers only after the Committee has certified in writing in the
minutes of a committee meeting or otherwise that the performance goals
applicable to Covered Officers have been satisfied. No Award will be paid to any
Participant who is not employed by the Corporation on the last day of the fiscal
year to which the Award relates; provided, however, in the event of a
Participant's death or a termination of a Participant's employment by the
Corporation prior to the last day of the fiscal year by reason of Disability,
the Participant or his estate shall be paid, at the same time that other Awards
are paid, an amount based upon the actual achievement of the relevant
performance objectives for that fiscal year, pro rated for the number of days
that elapsed within the fiscal year prior to such termination of employment.
Awards are subject to income and other payroll tax withholding by the
Corporation.

5.5 Maximum Award. The annual Award payable to any Participant under the Plan
will not exceed $4 million.

5.6 Deferrals. The Committee may permit a Participant to defer such
Participant's receipt of payment of an Award that would otherwise be due to the
Participant. In any such case, the Committee shall, in its sole discretion,
determine the rules and procedures for such deferral.

5.7 Adjustment of Awards Upon the Occurrence of Certain Unusual or Non-Recurring
Events. The Committee may make adjustments in the terms and conditions of, and
the criteria included in, Awards in recognition of unusual or non-recurring
events (including, without limitation, acquisitions or dispositions of assets or
businesses) affecting the Corporation or the financial statements of the
Corporation or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided,
however, the Committee may not use any discretion to modify award results if
such modification would affect the deductibility of the Award under Code Section
162(m).

                                  MISCELLANEOUS

6.1 Guidelines. From time to time the Committee may adopt written guidelines for
implementation and administration of the Plan.

6.2 No Right to Awards. No Officer or other person shall have the right to be
selected to receive an Award under the Plan or, if so selected, to be selected
to receive a future Award.

6.3 Non-Funded Plan. The Corporation will not be required to establish any
special or separate fund or make any other segregation of assets to assure the
payment of any award under the Plan, and all Participants shall be general
creditors with respect to any Awards payable to them.

6.4 Non-Transferability of Awards. No Award granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.

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6.5 Expenses of Plan. The costs and expenses of administering the Plan will be
borne by the Corporation.

6.6 No Contract of Employment. Nothing in the Plan, in any Award, or in any
action taken under the Plan shall confer on the Participant any right to
continue in the service of the Corporation or interfere with the right of the
Corporation to terminate at will such Participant's employment or other services
at any time. This Agreement shall in no way, now or hereafter, reduce, enlarge
or modify the employment relationship between the Corporation and the
Participant.

6.7 Governing Law. The validity, construction and effect of the Plan, any rules
and regulations under the Plan, and any awards made under the Plan shall be
determined in accordance with the laws of the state of Ohio without giving
effect to principles of conflicts of laws, and any applicable federal law.

6.8 Successors. All obligations under the Plan shall be binding upon and inure
to the benefit of any successor of the Corporation, whether such successor is he
result of a direct or indirect purchase of all or substantially all of the
business and assets of the Corporation or a merger, consolidation, or
reorganization, or otherwise.

6.9 Severability. In the event that any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provision had not been included.

                     EFFECTIVE DATE; AMENDMENT; TERMINATION

7.1 Effective Date. The Plan will become effective upon approval by a majority
of the votes cast by the shareholders of the Corporation, and will relate to
performance beginning with the fiscal year of the Corporation commencing
February 2, 2003.

7.2 Amendment; Termination. The Corporation may at any time terminate or, from
time to time, amend the Plan by action of the Board of Directors or by action of
the Committee without shareholder approval unless such approval is required to
satisfy the applicable provisions of Code Section 162(m) or other relevant laws.
The Corporation and the Committee may amend the Plan and take such other action
as they may deem necessary or appropriate to comply with Code Section 162(m) and
regulations issued thereunder.

7.3 Code Section 162(m) Compliance. In the event that changes are made to Code
Section 162(m) to permit greater flexibility with respect to any Award available
under the Plan, the Committee may, subject to Section 7.2, make any adjustments
it deems appropriate. If the applicable tax or securities laws change to permit
the Committee discretion to alter the governing performance goal measures set
forth in Section 5.1 without obtaining shareholder approval of such change, the
Committee shall have sole discretion to make such changes without obtaining
shareholder approval.

                               VALUE CITY DEPARTMENT STORES, INC.

                               By: /s/ JAY L. SCHOTTENSTEIN
                                   ------------------------------
                                   Jay L. Schottenstein, Chairman

Adopted: August 14, 2002

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