VON-MAUR/IOWA RIVER LANDING WORK LETTER

THIS WORK LETTER AGREEMENT (Work Letter) is entered into as of this ____ day of ___________, 2011, by and between THE CITY OF CORALVILLE, IOWA, an Iowa municipal corporation (Developer) and VON MAUR, INC., an Illinois corporation (Von Maur).

Recitals:
A. OLIVERMcMILLAN _____________, Inc. a [California] corporation (OM) and Von Maur have entered into a Purchase and Sale Agreement (the Purchase Agreement) dated as of _______, 2011, covering certain premises (the Premises) more particularly described therein. Capitalized terms not defined in this Work Letter shall have the meanings given to such terms in the Purchase Agreement. B. OM and Developer have also entered into that certain Anchor Retail Area Development Agreement dated as of ____________, 2011 (the Development Agreement) pursuant to which Developer, with the assistance of OM, will develop and install upon the Premises the Land Development Project described therein. The Developer Work under this Agreement is the same as the Land Development Project described in the Development Agreement. C. In consideration of the mutual covenants contained in the Purchase Agreement and this Work Letter, OM and Von Maur hereby agree as follows:

Terms
1. Work Schedules. As soon as reasonably possible, Developer and Von Maur shall agree upon and attach hereto a schedule (the Work Schedule) which will set forth a time table for the planning, construction and opening of the Developer Work and the Von Maur Work, as defined below. The schedule for the Developer Work shall be created and refined from time to time in accordance with the Development Agreement. OM shall deliver written notice to Von Maur of the date on which delivery of the Von Maur pad is anticipated to occur as provided in the Development Agreement. The written notice from OM of the Pad delivery date shall also provide Von Maur with documentation that the Developer Work to construct the Von Maur pad is substantially complete in accordance with Von Maurs specifications. Von Maur acknowledges that the Development Agreement and this Work Letter constitute satisfactory documentation establishing conclusively that Developer is obligated to pay for construction of the Developer Work in its entirety. 2. Von Maur Work. Von Maur shall, at its cost and expense, design, plan, equip and open a building (the Von Maur Store) which shall be a single-story building of not less than 78,500 nor more than 90,000 square feet of Floor Area and all related improvements, including, without
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limitation, all signage for the Von Maur Store, a trash enclosure for the Von Maur Store, a loading dock and a trash enclosure/loading dock screen wall, and the restoration of any portions of the Common Area installed by Developer which are damaged by the construction of the Von Maur Store (collectively the "Von Maur Work"). For purposes of this Agreement, the term Common Area shall have the meaning given such term in the Declaration. Von Maur shall pay any hook-up or connection charges or fees related to utilities serving the Von Maur Store. The Von Maur Pad location is generally depicted on Exhibit A attached hereto. Von Maur shall cooperate with OM and Developer to approve the Developer Work and to design the Von Maur Work (which is referred to in the Development Agreement as the Anchor Retail Project) in accordance with the process and procedures stated in the Development Agreement. 3. Developer Work. Pursuant to the Development Agreement, OM is providing coordination and administration services to Developer in connection with the performance of the Developer Work and the design and construction of the Von Maur Work. An affiliate of OM is also providing assistance regarding the design of the mixed-use portion of the Project. Except as may be expressly set forth in this Work Letter, neither OM nor Developer is under any obligation to construct or cause the construction of any of the stores and Common Area shown on Exhibit A. Developer shall be responsible for all aspects of the following (the Developer Work), all of which shall be at the sole cost and expense of Developer: (a) Conveyance Fees and Brokerage Commissions. (i) The payment of any conveyance tax applicable to the transfer of the Premises and any and all improvements thereto to Von Maur and the cost of all recording fees, title insurance and escrow fees associated with the transfer of the Premises by OM to Von Maur; and, (ii) The payment of all brokerage commissions or other commissions due with respect to the ownership or occupancy of the Premises (or portion thereof) by Von Maur, to be paid upon signing of definitive binding agreements regarding Von Maurs ownership or occupancy of the Premises (or portion thereof). (b) Parking Area: Design and construction of all on-site parking on the Premises to satisfy the following minimum parking requirements: (i) Five (5) spaces for each 1,000 square feet of floor area in the Von Maur Store. (ii) Parking for the balance of the Project and future Project phases shall be calculated in accordance with the Revised Shared Use Parking Assessment dated February 9, 2011 prepared by Rich and Associates Consulting, Inc. and in conjunction with the latest edition of the ULI (Urban Land Institute) Shared Parking publication. (c) Grading: All plans, grading and preparatory work to design, grade, compact and construct the Von Maur building pad in accordance with Von Maurs technical specifications, a copy of which are attached hereto as Exhibit B. Such grading and/or compaction shall be performed in such a manner as to allow Von Maur to
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utilize spread footings and slab on grade construction for the Von Maur Store. In addition, soil borings for the Von Maur Store shall be done by Developer and provided to Von Maur in accordance with its work schedule. (d) On/Off Site Improvements and Utilities: Developer shall install or cause to be installed all on/off-site improvements for the construction and operation of the Project and the Von Maur Store, including but not limited to: (i) The extension of all public utility lines and payment of tap-in fees (electric, gas, water, storm and sanitary sewer, telephone/data and cable TV) to the service point(s) designated by Von Maur. (Von Maur shall pay (a) up to $30,000.00 of the cost of extending such lines from the Premises property line along 11th Street (a/k/a Iowa River Landing Place) to the locations designated by Von Maur (with the remainder of such Cost to be paid by Developer), and (b) the cost of installing all lateral service connections from those lines to the Von Maur Store);

(ii) The installation, paving and applicable striping of all parking areas related to the buildings, roadways, traffic signals, curbs, sidewalks, loading docks, loading ramps and all Common Area facilities within or outside of the Project, including the Premises (but excluding the loading docks and loading ramps on the Premises) and the perimeter curbs and sidewalks (and in connection with the installation of roadways and related improvements, Developer will use commercially reasonable efforts to work with the State of Iowa and the Federal government to obtain approval and funding for the interchange modifications necessary to extend 11th Street (Iowa River Landing Place) to 1st Avenue and if Developer is successful in doing so, Developer will install the extension of 11th Street (Iowa River Landing Place) to 1st Avenue); (iii) The installation of all parking lot lighting and electrical connections therefor to the appropriate Common Area meter; (iv) The installation of all storm drainage systems, water detention areas, sanitary sewer systems and water main loop; (v) The installation of all landscaping, except between the Von Maur Store and its perimeter sidewalks; (vi) The payment of all reasonable costs and expenses for public improvements, related site work design and engineering, including but not limited to those incurred in connection with the design of the Anchor Retail Project and/or the Land Development Project as defined in the Development Agreement; and (vii) The payment of all reasonable costs of obtaining City approvals for the development and construction of the Land Development Project and the Anchor Retail Project (provided, however, that Von Maur shall obtain its own building permit and shall pay any fees associated with its building permit for the Von Maur Store).

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(e) Existing Environmental Conditions. Developer shall remediate all Existing Environmental Conditions (as defined in the MDA) at, under or about the Premises at Developers sole cost and expense. Developer will indemnify and hold harmless Von Maur against all claims, costs, and liabilities, including any and all Remediation Costs (as defined in the MDA), arising out of any Existing Environmental Conditions, to the extent Von Maur is required under any applicable Environmental Law by a state or federal agency to incur Remediation Costs with respect to such Hazardous Materials. Von Maur will indemnify and hold harmless Developer against any and all claims, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses, (including, without limitation, Developers reasonable attorneys' fees and costs and all other reasonable costs and expenses of investigation) which arise out of or relate in any way to any Release of Hazardous Materials (other than Hazardous Materials relating to an Existing Environmental Condition) on the Premises to the extent caused by Von Maur or its employees or agents during Von Maurs ownership of the Premises. 4. Improvement Plans.

4.1 Preliminary Plans. As provided in the Development Agreement, Developer shall cause its architects to prepare preliminary plans and specifications and a site layout for the Developer Work, (collectively Preliminary Plans). Developer shall cause its architects to submit to Von Maur two (2) copies of the completed Preliminary Plans. Within the applicable time period set forth in the Work Schedule following Von Maurs receipt of the Preliminary Plans, Von Maur shall review and approve or disapprove the Preliminary Plans, which approval shall not be unreasonably withheld or delayed (except as otherwise provided). Developer shall have no approval rights over the Von Maur Store, but shall have design input with respect thereto. In the event Von Maur does not provide the Developer with written notice of approval or disapproval of the Preliminary Plans within the time period specified in the Work Schedule, the Preliminary Plans shall be deemed automatically and conclusively to be approved. 4.2 Submittal of Preliminary Plans. Promptly following approval of the Preliminary Plans, Developer shall, at its sole cost and expense, submit the Preliminary Plans, which shall include any studies, drawings and other documents or items which may be required to obtain approval of said Preliminary Plans to the Planning Department of the City (Planning Department) for review and approval. If required by the Planning Department, Von Maur shall also submit its preliminary building plans to the City for approval. However, if simultaneous approval is not required, Von Maur shall be responsible for submitting its own building plans to the Planning Department for approval in accordance with its work schedule. 4.3 Final Plans. Following approval of the Preliminary Plans by the Planning Department, pursuant to the process and procedure set forth in the Development Agreement, Developer shall cause its architect to prepare final working drawings and specifications for the Developer Work based upon and conforming in all respects to the approved Preliminary Plans (the Final Plans). Developer shall cause its architect to deliver to Von Maur two (2) copies of the Final Plans. Within the applicable time period set forth in the Work Schedule following receipt of the Final Plans, Von Maur shall approve or disapprove the Final Plans, which approval shall not be unreasonably withheld or delayed.

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4.4 Submittal of Final Plans. Promptly following Von Maurs written approval of the Final Plans, Developer (at no expense to Von Maur), shall (i) submit the Final Plans to the Planning Department and all other appropriate governmental agencies and prepare, submit, and diligently pursue any applications, documents, studies, reports or other items necessary to obtain all approvals and permits required by law for the construction of the Developer Work; and (ii) pay all necessary fees in connection with the Developer Work. However, Von Maur shall obtain its own building permit and shall pay any fees associated with its building permit. 5. Construction of the Work. Developer and Von Maur shall enter into construction contracts (the Construction Contracts) with their respective contractors, for the construction of their Work in accordance with the Final Plans. Each party shall supervise the completion of such Work and shall use diligent efforts to secure completion of the Work in a good and workmanlike manner in accordance with the Final Plans and, the Construction Contracts and the Work Schedule. Von Maur shall not be required to commence construction until the following contingencies (collectively, the Construction Contingencies) have been satisfied or waived: 5.1 Agreement; The Premises have been conveyed to Von Maur pursuant to the Purchase

5.2 All entitlements (including, but not limited to, zoning and site plan approval) necessary to operate the Von Maur Store have been obtained; 5.3 Developer has entered into contracts for construction of the Public Improvements, Common Areas, Parking Areas and Parking Facilities; and 5.4 All other requirements of this Work Letter, the REA, the Separate Agreement and the Purchase Agreement are satisfied, including but not limited to, approval of Final Plans. 6. Payment of the Costs of the Von Maur Work and the Developer Work. Von Maur shall be solely responsible for all costs associated with the Von Maur Work. Except as provided in Section 3(d)(i) above, Von Maur shall have no responsibility with respect to any costs associated with the Developer Work. 7. Miscellaneous Construction Covenants.

7.1 Cooperation. Developer and Von Maur shall cooperate with one another during the performance of their respective work to effectuate such work in a timely and compatible manner. Von Maur also agrees to work cooperatively with Developer and OM as required under the Development Agreement by attending meetings, providing timely input and, where applicable, approvals regarding those items contemplated by the Development Agreement as to which Von Maurs approval is required under the Development Agreement or this Agreement. 7.2 Compliance with Laws. Von Maur and Developer shall construct their respective work in a safe and lawful manner, and shall comply with all applicable laws, regulations and requirements of, and all licenses and permits issued by, all municipal or other governmental bodies having jurisdiction over the same. 7.3 Media Management Plan. Von Maur acknowledges receipt of the Media Management Plan for Iowa River Landing dated May 4, 2011 and prepared by Terracon Consultants, Inc. for the City, including brownfield assessments and work plans referenced

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therein (the Media Management Plan). Von Maur will provide the Media Management Plan to all contractors performing the Von Maur Work. 7.4 Indemnification. Developer and Von Maur agree that their respective indemnities set forth in the REA and Separate Agreement shall also apply with respect to any acts or omissions of such parties or their respective contractors, subcontractors, laborers, materialmen and suppliers. 7.5 Insurance. Construction of the Von Maur Work shall not proceed without Von Maur and Developer first acquiring workers compensation and comprehensive general public liability insurance and property damage insurance as well as All Risks builders risk insurance, with minimum coverage of $5,000,000, issued by an insurance company meeting the requirements of the REA and Separate Agreement. All such policies shall provide that thirty (30) days prior notice must be given before modification, termination or cancellation. All insurance policies maintained by Von Maur and Developer pursuant to this Work Letter shall name the other party and any lender of such other party as additional insureds and comply with all of the applicable terms and provisions of the REA and Separate Agreement relating to insurance. Developers and Von Maurs respective contractors shall be required to maintain the same insurance policies as such parties, and such policies shall name such other party and its lender as additional insureds. 7.6 Qualification of Contractors. All contractors engaged by Von Maur and Developer shall be bondable, licensed contractors, possessing good labor relations, and capable of performing quality workmanship. All work shall be reasonably coordinated with the general Project work. 7.7 Temporary Facilities During Construction. Von Maur shall provide all temporary utility facilities as necessary and required in connection with the performance of the Von Maur Work. Storage of Von Maurs contractors construction materials, tools, equipment and debris shall be confined to the Premises and in staging areas which shall be reasonably agreed to by Developer and Von Maur. The respective staging areas for Von Maur and Developer shall be established in a manner which will not interfere with the construction work of the other party; provided, however, the parties acknowledge that the staging area for Von Maur may need to be shifted during the course of construction in the event it is located on any Common Area to be initially constructed by Developer.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Work Letter is executed as of the date first written. VON MAUR, INC., an Illinois corporation By: Name: Robert L. Larsen Title: Chief Financial Officer DEVELOPER CITY OF CORALVILLE, IOWA, an Iowa municipal corporation By: _____________________ Its: Mayor By: _____________________ Its: City Clerk

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