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                                                                   Exhibit 10.17






                          [FORM OF CONVERSION WARRANT]

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE TERMS AND CONDITIONS SPECIFIED IN THIS WARRANT.

                              RETAIL VENTURES, INC.

                          COMMON STOCK PURCHASE WARRANT

No. W-__                                                    [IPO Effective Date]


                                                             Warrant to Purchase
                                                      Shares of RVI Common Stock
                                                              DSW Class A Shares

            RETAIL VENTURES, INC., an Ohio corporation (the "Company"), for
value received, hereby certifies that CERBERUS PARTNERS, L.P., a Delaware
limited partnership, or its registered assigns (the "Holder"), is entitled to
purchase from the Company that number of shares of Common Stock equal to the
Common Stock Exercise Amount (as defined below) or, in the alternative, after
the consummation of a Qualifying IPO (as defined below) but prior to the
consummation of a Spin-Off (as defined below) and the satisfaction of the
Company's obligations pursuant to Section 3.7(b), at the Holder's election, that
number of shares of DSW Stock (as defined below) owned by the Company equal to
the DSW Stock Exercise Amount (as defined below), in each case, at a purchase
price equal to the applicable Purchase Price (as defined below), at any time or
from time to time but prior to the later of 5:00 P.M., New York City time, on
June 11, 2007 and the date of repayment in full of the obligations under the
Convertible Facility (the "Expiration Date"), all subject to the terms,
conditions and adjustments set forth below in this Warrant (this "Warrant");
provided, that the purchase price per share of Common Stock or DSW Stock, as the
case may be, hereunder shall not in any event be less than the par value of such
Common Stock or DSW Stock, as applicable. For the avoidance of doubt, in the
case of an exercise for DSW Stock, this Warrant shall initially be exercisable
only for Class A Shares (as defined below). This Warrant is issued in connection
with the amendment and restatement of the Convertible Facility (as defined
below). Capitalized terms used herein but not otherwise defined shall have the
meaning ascribed to such term in the Convertible Facility.
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            1. Definitions. As used herein, unless the context otherwise
requires, the following terms shall have the meanings indicated:

            "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued (or, pursuant to Section 3.2, deemed to be issued) by the Company
after the Effective Date, other than

            (a) (i) shares of Common Stock issued or issuable upon the exercise
of the Term Loan Warrants and (ii) such additional number of shares of Common
Stock as may become issuable upon the exercise of the Term Loan Warrants by
reason of adjustments required pursuant to the anti-dilution provisions
applicable to the Term Loan Warrants as in effect on the date hereof or on the
date of original issuance thereof;

            (b) up to 5,000,000 shares of Common Stock (and following June 11,
2007, up to an additional 5,000,000 shares of Common Stock) that are issued to
Persons other than Affiliates of the Company, including (i) shares of Common
Stock or options exercisable therefor, issued or to be issued under the
Company's 2000 Stock Option Plan as in effect on the Effective Date or under any
other employee stock option or purchase plan or plans, or pursuant to
compensatory or incentive agreements, for officers, employees or consultants of
the Company or any of its Subsidiaries, in each case adopted or assumed after
such date by the Company's Board of Directors; provided in each case that the
exercise or purchase price for any such share shall not be less than 95% of the
fair market value (determined in good faith by the Company's Board of Directors)
of the Common Stock on the date of the grant, and such additional number of
shares as may become issuable pursuant to the terms of any such plans by reason
of adjustments required pursuant to antidilution provisions applicable to such
securities in order to reflect any subdivision or combination of Common Stock,
by reclassification or otherwise, or any dividend on Common Stock payable in
Common Stock, (ii) shares of restricted stock issued by the Company to executive
officers of the Company, and (iii) shares of Common Stock issued by the Company
as charitable gifts; and provided, however, that all options exercisable for
shares of Common Stock granted to executive officers of the Company or its
Affiliates during the six months following the Effective Date shall have an
exercise price of no less than $4.50 per share;

            (c) (i) shares of Common Stock issued upon exercise of the
Conversion Warrants and (ii) such additional number of shares of Common Stock as
may become issuable upon the exercise of the Conversion Warrants by reason of
adjustments required pursuant to anti-dilution provisions applicable to the
Conversion Warrants as in effect on the Effective Date or on the date hereof.

            "Additional Shares of DSW Stock" shall mean all shares of DSW Stock
issued (or, pursuant to Section 3.2, deemed to be issued) by DSW after the
consummation of a Qualifying IPO (and for the avoidance of doubt shall not
include shares issued pursuant to the over-allotment option in such Qualifying
IPO after such closing date) other than

                  (a) (i) shares of DSW Stock issued upon the exercise of the
      Term Loan Warrants and (ii) such number of additional shares of DSW Stock
      as may become issuable upon the exercise of the Term Loan Warrants by
      reason of adjustments required

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      pursuant to the antidilution provisions applicable to the Term Loan
      Warrants as in effect on the date hereof or on the date of original
      issuance thereof; or

                  (b) (i) shares of DSW Stock issued upon exercise of the
      Conversion Warrants and (ii) such additional number of shares as may
      become issuable upon the exercise of the Conversion Warrants by reason of
      adjustments required pursuant to antidilution provisions applicable to the
      Conversion Warrants as in effect on September 26, 2002 or on the date
      hereof; or

                  (c) shares of DSW Stock, shares of restricted stock, options
      exercisable for DSW Stock, or any other securities or interests (including
      shares of DSW Stock issued upon conversion, settlement or exercise of any
      such options, securities or other interests), issued or to be issued under
      the DSW Inc. Equity Incentive Plan or any other employee stock option or
      purchase plan or plans, or pursuant to compensatory or incentive
      agreements, for officers, directors, employee or consultants of the
      Company, DSW or any of its respective Subsidiaries, and such additional
      number of shares as may become issuable pursuant to the terms of any such
      securities in order to reflect any subdivision or combination of DSW
      Stock, by the reclassification or otherwise, or any dividend or
      distribution on DSW Stock payable in DSW Stock or other equity securities
      or interests; or

                  (d) Class A Shares issued upon exchange of Class B Shares.

            "Aggregate Purchase Price" shall have the meaning set forth in
Section 2.1(a).

            "Business Day" shall mean any day other than a Saturday or a Sunday
or any day on which national banks are authorized or required by law to close.
Any reference to "days" (unless Business Days are specified) shall mean calendar
days.

            "Class A Shares" means the Class A common shares, no par value, of
DSW.

            "Class B Shares" means the Class B common shares, no par value, of
DSW.

            "Commission" shall mean the Securities and Exchange Commission or
any successor agency having jurisdiction to enforce the Securities Act.

            "Common Stock" shall mean shares of duly authorized, validly issued,
fully paid and nonassessable common shares, no par value per share, of the
Company, such term to include any stock into which such Common Stock shall have
been changed or any stock resulting from any reclassification of such Common
Stock, and all other stock of any class or classes (however designated) of the
Company the holders of which have the right, without limitation as to amount,
either to all or to a share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on any shares
entitled to preference.

            "Common Stock Exercise Amount" shall initially mean the number of
shares of Common Stock obtained by dividing $37,500,000 by the Common Stock
Purchase Price; and shall be reduced upon each exercise of this Warrant by (i)
if exercised for Common Stock, by

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such number of shares of Common Stock for which this Warrant is then being
exercised or (ii) if exercised for DSW Stock, by the Corresponding Common Stock
Number applicable to the number of shares of DSW Stock for which this Warrant is
then being exercised.

            "Common Stock Purchase Price" shall mean initially $4.50 per share,
subject to adjustment and readjustment from time to time as provided in Section
3, and, as so adjusted or readjusted, shall remain in effect until a further
adjustment or readjustment thereof is required by Section 3.

            "Company" shall have the meaning assigned to it in the introduction
to this Warrant, such term to include any corporation or other entity which
shall succeed to or assume the obligations of the Company hereunder in
compliance with Section 3.6.

            "Convertible Facility" shall mean that certain Amended and Restated
Senior Subordinated Convertible Loan Agreement, dated as of June 11, 2002, among
the Company, CPLP and SSC, as amended by Amendment No. 1 to Amended and Restated
Senior Convertible Loan Agreement, dated as of June 11, 2002, and by Amendment
No. 2 to Amended and Restated Senior Convertible Loan Agreement, dated as of
October 7, 2003, and by Amendment No. 3 to Amended and Restated Senior
Convertible Loan Agreement, dated as of December 29, 2004, and as amended and
restated by the Second Amended and Restated Senior Loan Agreement, dated as of
June ___, 2005 (as amended, supplemented, restated or otherwise modified through
the date hereof).

            "Convertible Securities" shall mean any evidences of indebtedness,
shares of stock (other than Common Stock or DSW Stock) or other securities
directly or indirectly convertible into or exchangeable for, in the case of the
Company, Additional Shares of Common Stock or, in the case of DSW, Additional
Shares of DSW Stock.

            "Conversion Warrants" means those certain warrants, including this
Warrant, issued on the date hereof in connection with an amendment of the
Convertible Facility.

            "Corresponding Common Stock Number" shall mean, with respect to a
specified number of shares of DSW Stock, the number of shares of Common Stock
obtained by dividing: (i) the product of (A) the number of shares of DSW Stock
with respect to which such determination is being made and (B) the DSW Stock
Purchase Price by (ii) the Common Stock Purchase Price; rounding up in the case
of any fractional share.

            "Corresponding DSW Stock Number" shall mean, with respect to a
specified number of shares of Common Stock, the number of shares of DSW Stock
obtained by dividing (i) the product of (A) the number of shares of Common Stock
with respect to which such determination is being made and (B) the Common Stock
Purchase Price by (ii) the DSW Stock Purchase Price; rounding up in the case of
any fractional share.

            "CPLP" shall mean Cerberus Partners, L.P., or its assignees.

            "Current Market Price" shall mean, with respect to a security, on
any date specified herein, the average of the daily Market Price of such
security during the 10 consecutive

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trading days before such date, except that, if on any such date the shares of
such security are not listed or admitted for trading on any national securities
exchange or quoted in the over-the-counter market, the Current Market Price
shall be the Market Price on such date.

            "DSW" shall mean DSW Inc., an Ohio corporation.

            "DSW Registration Rights Agreement" shall mean the registration
rights agreement, dated as of the date hereof, among DSW and the Initial
Holders.

            "DSW Stock" shall mean the Class A Shares, such term to include any
stock into which such DSW Stock shall have been changed or any stock resulting
from any reclassification of such DSW Stock, and all other stock of any class or
classes (however designated) of DSW the holders of which have the rights without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference.

            "DSW Stock Exercise Amount" shall initially mean the number of
shares of DSW Stock obtained by dividing $37,500,000 by the DSW Stock Purchase
Price; and shall be reduced upon exercise of this Warrant (i) if exercised for
DSW Stock, by such number of shares of DSW Stock for which this Warrant is then
being exercised or (ii) if exercised for Common Stock, by the Corresponding DSW
Stock Number applicable to the number of shares of Common Stock for which this
Warrant is then being exercised.

            "DSW Stock Purchase Price" shall mean initially, the IPO Price,
subject to adjustment and readjustment from time to time as provided in Section
3, and, as so adjusted or readjusted, shall remain in effect until a further
adjustment or readjustment thereof is required by Section 3.

            "Effective Date" shall mean June 11, 2002.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

            "Expiration Date" shall have the meaning assigned to it in the
introduction to this Warrant.

            "Fair Market Value" shall mean, on any date specified herein (i) in
the case of cash, the dollar amount thereof, (ii) in the case of a security, the
Current Market Price, and (iii) in all other cases, the fair value thereof (as
of a date which is within 20 days of the date as of which the determination is
to be made) determined in good faith by a committee of the Company's Board of
Directors consisting of directors who are not Affiliates of the Company, SSC or
the Holder; provided, however, that at the request of the Holder, the Fair
Market Value shall be determined in good faith by an independent investment
banking firm selected jointly by the Company and the Holder or, if that
selection cannot be made within 10 days, by an independent investment banking
firm selected by the American Arbitration Association in accordance with its
rules, and provided, further, that the Company shall pay all of the reasonable
fees and expenses of any third parties incurred in connection with determining
the Fair Market Value.

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            "Holder" shall have the meaning assigned to it in the introduction
to this Warrant.

            "Initial Holders" shall mean CPLP and SSC.

            "IPO Effective Date" means the date on which a Qualifying IPO is
consummated in accordance with the terms set forth in (i) Section 4.02 of the
Convertible Facility and (ii) the Form S-1 Registration Statement as filed with
the SEC on June __, 2005 as amended from time to time.

            "IPO Price" means the price at which a share of DSW Stock is
initially offered to the public in a Qualifying IPO, as set forth on the cover
page to the prospectus in such IPO.

            "Lien" shall have the meaning set forth in the Convertible Facility.

            "Loan" shall have the meaning set forth in the Convertible Facility.

            "Market Price" shall mean, on any date specified herein, with
respect to a security, the amount per share of such security equal to (i) the
last reported sale price of such security, regular way, on such date or, in case
no such sale takes place on such date, the average of the closing bid and asked
prices thereof regular way on such date, in either case as officially reported
on the principal national securities exchange on which such security is then
listed or admitted for trading, (ii) if such security is not then listed or
admitted for trading on any national securities exchange but is designated as a
national market system security by the NASD, the last reported trading price of
such security on such date, (iii) if there shall have been no trading on such
date or if such security is not so designated, the average of the closing bid
and asked prices of such security on such date as shown by the NASD automated
quotation system, (iv) if trading in such security is quoted in the
over-the-counter market, the average of the closing bid and asked prices of such
security on such date as shown on the OTC Bulletin Board, or (v) if such
security is not then listed or admitted for trading on any national exchange or
quoted in the over-the-counter market, the fair value thereof (as of a date
which is within 20 days of the date as of which the determination is to be made)
determined in good faith by a committee of the Company's Board of Directors
consisting of directors who are not Affiliates of the Company, SSC or the
Holder; provided, however, that at the request of the Holder, the Market Price
shall be determined in good faith by an independent investment banking firm
selected jointly by the Company and the Holder or, if that selection cannot be
made within 10 days, by an independent investment banking firm selected by the
American Arbitration Association in accordance with its rules, and provided,
further, that the Company shall pay all of the fees and expenses of any third
parties incurred in connection with determining the Market Price.

            "NASD" shall mean the National Association of Securities Dealers,
Inc.

            "Options" shall mean any rights, options or warrants to subscribe
for, purchase or otherwise acquire, in the case of the Company, Additional
Shares of Common Stock or Convertible Securities of the Company, and in the case
of DSW, Additional Shares of DSW Stock or Convertible Securities of DSW.

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            "Other Securities" shall mean any stock (other than Common Stock or
DSW Stock) and other securities of the Company or DSW, as applicable, or any
other Person (corporate or otherwise) which the holders of the Conversion
Warrants at any time shall be entitled to receive, or shall have received, upon
the exercise of the Conversion Warrants, in lieu of or in addition to Common
Stock or DSW Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or DSW Stock or Other
Securities pursuant to Section 3.6 or otherwise.

            "Permitted Lien" shall have the meaning set forth in the Convertible
Facility.

            "Person" shall mean any individual, firm, partnership, corporation,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof, and shall
include any successor (by merger or otherwise) of such entity.

            "Purchase Price" shall mean, with respect to the Common Stock, the
Common Stock Purchase Price, and with respect to the DSW Stock, the DSW Stock
Purchase Price, as applicable.

            "Qualifying IPO" shall mean an initial public offering of DSW (a) in
which the sale price of the Class A Shares sold in the initial public offering
shall reflect the fair market value of such shares at the time of the initial
public offering as determined in good faith by the Company's Board of Directors;
(b) from which the net proceeds are sufficient to repay in full all obligations
outstanding under the Term Loan Agreement and $25,000,000 of the principal
amount under the Convertible Facility; and (c) which is consummated on or prior
to December 31, 2005.

            "Registration Rights Agreement" shall mean the Second Amended and
Restated Registration Rights Agreement, dated as of the date hereof, among the
Company and the Initial Holders.

            "Restricted Securities" shall mean (i) any Conversion Warrants
bearing the applicable legend set forth in Section 12.1, (ii) any shares of
Common Stock or DSW Stock (or Other Securities) issued or issuable upon the
exercise of Conversion Warrants which are (or, upon issuance, will be) evidenced
by a certificate or certificates bearing the applicable legend set forth in
Section 12.1, and (iii) any shares of Common Stock or DSW Stock (or Other
Securities) issued subsequent to the exercise of any of the Conversion Warrants
as a dividend or other distribution with respect to, or resulting from a
subdivision of the outstanding shares of Common Stock or DSW Stock (or Other
Securities) into a greater number of shares by reclassification, stock splits or
otherwise, or in exchange for or in replacement of the Common Stock or DSW Stock
(or Other Securities) issued upon such exercise, which are evidenced by a
certificate or certificates bearing the applicable legend set forth in
Section12.1.

            "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.

            "Spin-Off" shall have the meaning assigned to it in Section 3.7.

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            "SSC" shall mean Schottenstein Stores Corporation.

            "Term Loan Agreement" shall mean that certain Financing Agreement,
dated as of June 11, 2002, among the Company, certain Affiliates of the Company,
CPLP and SSC, as subsequently amended and modified through the date hereto.

            "Term Loan Warrants" shall mean all warrants initially issued
pursuant to the Term Loan Agreement (as amended and restated).

            "Warrant" shall have the meaning assigned to it in the introduction
to this Warrant.

            "Warrant Shares" means (a) the shares of Common Stock or DSW Stock
issued or issuable upon exercise of this Warrant in accordance with Section 2,
(b) all other securities or other property issued or issuable upon any such
exercise or exchange in accordance with this Warrant and (c) any securities of
the Company or DSW distributed with respect to the securities referred to in the
preceding clauses (a) and (b).

            2. EXERCISE OF WARRANT.

            2.1. Manner of Exercise; Payment of the Purchase Price. (a) This
Warrant may be exercised by the Holder hereof, in whole or in part, at any time
or from time to time prior to the Expiration Date, by surrendering to the
Company at its principal office this Warrant, with the form of Election to
Purchase Shares attached hereto as Exhibit A or (provided that the Company has
not consummated a Spin-Off and satisfied its obligations pursuant to Section
3.7(b)) if this Warrant is being exercised for Shares of DSW Stock, Exhibit B
(or a reasonable facsimile thereof) duly executed by the Holder and accompanied
by payment of the applicable Purchase Price for the Warrant Shares being
purchased (the "Aggregate Purchase Price"). Any partial exercise of this Warrant
shall be for a whole number of Warrant Shares only. Such Exercise Notice shall
set forth (i) the Exercise Date, (ii) whether this Warrant is being exercised
for shares of Common Stock or of DSW Stock, (iii) the number of shares of Common
Stock or, after the consummation of a Qualifying IPO (provided that the Company
has not consummated a Spin-Off and satisfied its obligations pursuant to Section
3.7(b)), DSW Stock for which this Warrant is being exercised, (iv) the method of
payment therefor, (v) the current Purchase Price, and (vi) the number of Warrant
Shares to be issued and the amount if any, to be paid by the Company to the
Holder in lieu of fractional shares.

            (b) Payment of the Aggregate Purchase Price may be made as follows
(or by any combination of the following): (i) in United States currency by cash
or delivery of a certified check or bank draft payable to the order of the
Company or by wire transfer to the Company, (ii) by cancellation of that portion
of unpaid principal amount (but not accrued and unpaid cash interest or PIK
Interest (as defined in the Convertible Facility)) of the Holder's portion of
the Loan in an amount equal to the Aggregate Purchase Price, (iii) by
surrendering for cancellation or transfer to the Company of such number of
shares of Common Stock or shares of DSW Stock otherwise issuable to the Holder
upon such exercise as shall be specified for cancellation in such Election to
Purchase Shares, such that the excess of the aggregate Current Market Price of
such specified number and type of shares on the date of exercise over the
portion

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of the Aggregate Purchase Price attributable to such shares shall equal the
Aggregate Purchase Price attributable to the shares of Common Stock or DSW
Stock, as the case may be, to be issued upon such exercise, in which case such
excess amount shall be deemed to have been paid to the Company and the number of
shares issuable upon such exercise shall be reduced by such number specified for
cancellation, (iv) by surrender to the Company for cancellation or transfer to
the Company of certificates representing shares of Common Stock or DSW Stock
owned by the Holder (properly endorsed for transfer in blank) having a Current
Market Price on the date of Warrant exercise equal to the Aggregate Purchase
Price, or (v) any combination of the foregoing.

            (c) Upon the consummation of a Spin-Off and satisfaction of the
Company's obligations pursuant to Section 3.7(b), this Warrant shall no longer
be exercisable for shares of DSW Stock, and the Holder shall not be entitled to
the pro rata share of the dividend or distribution pursuant to Section 3.7(a) in
respect of such Spin-Off and distribution; provided, however, that this Warrant
shall continue to be exercisable for shares of Common Stock without any
adjustment to the Common Stock Purchase Price or Common Stock Exercise Amount as
a result of such Spin-Off and distribution to the holders of the Term Loan
Warrants and Conversion Warrants pursuant to Section 3.7(b).

            (d) Notwithstanding anything herein to the contrary, the Holder
agrees that this Warrant shall not be exercisable for shares of DSW Stock from
and after the record date for a Spin-Off (as set forth in the notice provided to
the Holder pursuant to Section 8 hereof) until the earliest to occur of (i) the
abandonment of the Spin-Off, (ii) the date that is 60 days after the record date
for such Spin-Off and (iii) two Business Days prior to the Expiration Date of
this Warrant.

            2.2. When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Business Day in the case of Common Stock and on the next succeeding Business Day
in the case of DSW Stock on which this Warrant shall have been surrendered to,
and the Purchase Price shall have been received by, the Company as provided in
Section 2.1, and, to the extent permitted by law, at such time the Person or
Persons in whose name or names any certificate or certificates for shares of
Common Stock (or Other Securities of the Company) in the case of an exercise of
this Warrant for Common Stock shall be issuable upon such exercise as provided
in Section 2.3 shall be deemed to have become the holder or holders of record
thereof for all purposes.

            2.3. Delivery of Stock Certificates, etc.; Charges, Taxes and
Expenses. (a) As soon as practicable after each exercise of this Warrant, in
whole or in part, and in any event within two Business Days thereafter in the
case of Common Stock and within three Business Days thereafter in the case of
DSW Stock, the Company shall cause to be issued, in the case of Common Stock and
shall use reasonable best efforts to cause to be transferred, in the case of DSW
Stock, in the name of and delivered to the Holder hereof or, subject to Section
12, as the Holder may direct,

            (i) a certificate or certificates for the number and type of Warrant
     Shares (or Other Securities) to which the Holder shall be entitled upon
     such exercise and any cash payment in lieu of any fractional shares as
     provided in Section 14.5 hereof, and

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            (ii) in case such exercise is for less than all of the Warrant
     Shares purchasable under this Warrant, a new Warrant or Warrants of like
     tenor, for the balance of the Warrant Shares purchasable hereunder.

            (b) Issuance of certificates for Warrant Shares upon the exercise of
this Warrant shall be made without charge to the Holder hereof for any issue or
transfer tax or other incidental expense, in respect of the issuance or transfer
of such certificates, all of which such taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax that may be payable in respect of any issuance of any Warrant or any
certificate for, or any other evidence of ownership of, Warrant Shares in a name
other than that of the Holder of this Warrant being exercised or exchanged.

            (c) Upon delivery of notice of exercise of this Warrant for shares
of DSW Stock, the Company shall promptly effect the exchange of a sufficient
number of Class B Shares for Class A Shares so as to permit the transfer of
Class A Shares to the Holder pursuant to paragraph (a) of this Section 2.3.

            2.4. Tax Basis. The Company and the Holder shall mutually agree as
to the tax basis of this Warrant for purposes of the Internal Revenue Code of
1986, as amended, and the treatment of this Warrant under such Code by each of
the Company and the Holder shall be consistent with such agreement.

            [2.5. Limitations on Exercises; Beneficial Ownership. The Company
shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such
exercise, such Holder (together with such Holder's affiliates) would
beneficially own in excess of 9.99% of the shares of Common Stock or 9.99% of
the shares of DSW Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock or DSW Stock, as the case may be, beneficially owned by such
Person and its affiliates shall include the number of such shares of Common
Stock or DSW Stock, as applicable, issuable upon exercise of this Warrant with
respect to which the determination of such sentence is being made, but shall
exclude such shares of Common Stock or DSW Stock, as applicable, which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company or DSW beneficially owned by such Person and its affiliates
(including, without limitation, any convertible notes or convertible preferred
stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in the most recent of the
following: (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on
Form 8-K or other public filing with the Securities and Exchange Commission, as
the case may be, (2) a more recent public announcement by the Company of which
the Holder is informed or (3) any other notice by the Company or the Transfer
Agent to the Holder setting forth the number of shares of Common Stock
outstanding. For purposes of this Warrant, in determining the number of
outstanding

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shares of DSW Stock, the Holder may rely on the number of outstanding shares of
DSW Stock as reflected in the most recent of the following: (1) DSW's most
recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing
with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by DSW or (3) any other notice by the DSW or its
transfer agent to the Holder setting forth the number of shares of DSW Stock
outstanding. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within one Business Day confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding or similarly
use its reasonable best efforts to cause DSW to confirm the number of shares of
DSW Stock then outstanding. In any case, the number of outstanding shares of
Common Stock or DSW Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company or DSW, as the case may be,,
including the Conversion Warrants, by the Holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock or DSW Stock
was reported.] [For Cerberus Warrant only.]

            3. ADJUSTMENT OF PURCHASE PRICE AND WARRANT SHARES ISSUABLE UPON
EXERCISE.

            3.1. No Adjustment of Purchase Price. Subject to the provisions of
Section 3.2(b) and Section 3.5 below, no adjustment in the number of Warrant
Shares into which this Warrant is exercisable shall be made, by adjustment in
the Purchase Price in respect of the issuance of Additional Shares of Common
Stock, Additional Shares of DSW Stock or otherwise, unless the consideration per
share for an Additional Share of Common Stock or Additional Share of DSW Stock
issued or deemed to be issued by the Company or DSW, respectively, is less than
the greater of the Current Market Price and the Fair Market Value of such
security on the date of, and immediately prior to, the issue of such Additional
Shares of Common Stock or Additional Shares of DSW Stock, as the case may be.
Upon each adjustment pursuant to Section 3 of the Common Stock Purchase Price or
the DSW Stock Purchase Price as a result of the issuance of Additional Shares of
Common Stock by the Company or Additional Shares of DSW Stock by DSW,
respectively, for a consideration per share that is less than the greater of the
Current Market Price and the Fair Market Value of such security on the date of,
and immediately prior to, such issuance, this Warrant shall thereafter evidence
the right to receive, at the adjusted Purchase Price, that number of shares of
Common Stock or DSW Stock, as the case may be, (calculated to the nearest one
hundredth) obtained by dividing (i) the product of the aggregate number of such
shares covered by this Warrant immediately prior to such adjustment and the
applicable Purchase Price in effect immediately prior to such adjustment of the
Purchase Price by (ii) the applicable Purchase Price in effect immediately after
such adjustment of the Purchase Price. For the avoidance of doubt, Additional
Shares of Common Stock and adjustments in the case of Common Stock shall result
only in an adjustment to the Common Stock Exercise Amount and issuances of
Additional Shares of DSW Stock and adjustments in the case of DSW Stock shall
result only in an adjustment of the DSW Stock Exercise Amount. In addition, for
the avoidance of doubt, after the consummation of a Spin-Off and satisfaction of
the Company's obligations to make the distribution to the Holder required by
Section 3.7(b), no adjustment shall be made pursuant to this Section 3.1 as a
result of an issuance of Additional Shares of DSW Stock.

            3.2. Issue of Securities Deemed an Issue of Additional Shares.


                                       11
<PAGE>
            (a) Options and Convertible Securities. In the event the Company or
DSW, at any time or from time to time after the Effective Date shall issue any
Options or Convertible Securities or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities (other than those excluded from the definition
of Additional Shares of Common Stock or the definition of Additional Shares of
DSW Stock), then the maximum number of shares (as set forth in the instrument
relating thereto without regard to any provisions contained therein for a
subsequent adjustment of such number) of, in the case of an issuance by or
fixing of a record date by the Company, Common Stock or, in the case of an
issuance or fixing of a record date by DSW, DSW Stock, issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, the conversion or exchange of such Convertible Securities, shall be
deemed to be, in the case of the Company, Additional Shares of Common Stock or,
in the case of an issuance or fixing of a record date by DSW, Additional Shares
of DSW Stock issued as of the time of such issue or, in case such a record date
shall have been fixed, as of the close of business on such record date;
provided, that such Additional Shares of Common Stock or Additional Shares of
DSW Stock, as the case may be, shall not be deemed to have been issued unless
the consideration per share (determined pursuant to Section 3.4 hereof) of such
shares would be less than the applicable Purchase Price in effect on the date of
and immediately prior to such issue, or such record date, as the case may be,
and provided, further, that in any such case in which Additional Shares of
Common Stock or Additional Shares of DSW Stock, as the case may be, are deemed
to be issued:

            (i) no further adjustment in the applicable Purchase Price shall be
     made upon the subsequent issue of Convertible Securities or shares of
     Common Stock or, in the case of an issuance or fixing of a record date by
     DSW, DSW Stock upon the exercise of such Options or conversion or exchange
     of such Convertible Securities;

            (ii) if such Options or Convertible Securities by their terms
     provide, with the passage of time, pursuant to any provisions designed to
     protect against dilution, or otherwise, for any increase or decrease in the
     consideration payable to the Company or, if issued by DSW, DSW, or increase
     or decrease in the number of shares of Common Stock or, in the case of an
     issuance or fixing of a record date by DSW, DSW Stock issuable, upon the
     exercise, conversion or exchange thereof, the applicable Purchase Price
     computed upon the original issue thereof (or upon the occurrence of a
     record date with respect thereto), and any subsequent adjustments based
     thereon, shall, upon any such increase or decrease becoming effective, be
     recomputed to reflect such increase or decrease insofar as it affects such
     Options or the rights of conversion or exchange under such Convertible
     Securities;

            (iii) upon the expiration of any such Options or any rights of
     conversion or exchange under such Convertible Securities which shall not
     have been exercised, the applicable Purchase Price computed upon the
     original issue thereof (or upon the occurrence of a record date with
     respect thereto), and any subsequent adjustments based thereon, shall, upon
     such expiration, be recomputed as if such Options or Convertible
     Securities, as the case may be, were never issued;

            (iv) no readjustment pursuant to clause (ii) or (iii) above shall
     have the effect

                                       12
<PAGE>
     of increasing the applicable Purchase Price to an amount which exceeds the
     lower of (A) the Purchase Price on the original date on which an adjustment
     was made pursuant to this Section 3.2(a), or (B) the Purchase Price that
     would have resulted from any issuance of Additional Shares of Common Stock
     or Additional Shares of DSW Stock between such original adjustment date and
     the date on which a readjustment is made pursuant to clause (ii) or (iii)
     above; and

            (v) if such record date shall have been fixed and such Options or
     Convertible Securities are not issued on the date fixed therefor, the
     adjustment previously made in the Purchase Price which became effective on
     such record date shall be cancelled as of the close of business on such
     record date, and thereafter the Purchase Price shall be adjusted pursuant
     to this Section 3.2 as of the actual date of their issuance.

            (b) Stock Dividends, Stock Distributions and Subdivisions. In the
event the Company or DSW, at any time or from time to time after the Effective
Date shall declare or pay any dividend or make any other distribution on, in the
case of the Company, the Common Stock payable in Common Stock or, in the case of
an issuance by DSW, on the DSW Stock payable in DSW Stock, or effect a
subdivision of the outstanding shares of, in the case of the Company, Common
Stock or, in the case of DSW, DSW Stock (by reclassification or otherwise than
by payment of a dividend in Common Stock or DSW Stock), then and in any such
event, in the case of the Company, Additional Shares of Common Stock or, in the
case of an issuance by DSW, Additional Shares of DSW Stock shall be deemed to
have been issued:

            (i) in the case of any such dividend or distribution, immediately
     after the close of business on the record date for the determination of
     holders of any class of securities entitled to receive such dividend or
     distribution, or

            (ii) in the case of any such subdivision, at the close of business
     on the date immediately prior to the date upon which such corporate action
     becomes effective.

            If such record date shall have been fixed and such dividend shall
not have been fully paid on the date fixed for the payment thereof, the
adjustment previously made in the Purchase Price which became effective on such
record date shall be cancelled as of the close of business on such record date,
and thereafter the Purchase Price shall be adjusted pursuant to this Section 3.2
as of the time of actual payment of such dividend. For the avoidance of doubt,
after the consummation of a Spin-Off and satisfaction of the Company's
obligations to make the distribution to the Holder required by Section 3.7(b),
no adjustment shall be made pursuant to this Section 3.2 as a result of a stock
dividend or subdivision by DSW.

            3.3. Adjustment of Purchase Price upon Issuance of Additional
Shares. If at any time or from time to time after the date hereof, the Company
shall issue Additional Shares of Common Stock or DSW shall issue Additional
Shares of DSW Stock (including Additional Shares of Common Stock or Additional
Shares of DSW Stock deemed to be issued pursuant to Section 3.2(a), but
excluding Additional Shares of Common Stock deemed to be issued pursuant to
Section 3.2(b), which event is dealt with in Section 3.5 hereof) without
consideration or for a consideration per share less than the applicable Purchase
Price in effect on the date of and immediately prior to such issue, then such
Common Stock Purchase Price or DSW Stock

                                       13
<PAGE>
Purchase Price, as the case may be, shall be reduced, concurrently with such
issue, to the price determined by dividing (i) an amount equal to the sum of (a)
the number of shares of Common Stock or DSW Stock, as the case may be,
outstanding immediately prior to such issue or sale and the number of shares of
Common Stock or DSW Stock, as the case may be, issuable upon exercise of this
Warrant and upon conversion of any Convertible Securities and upon exercise of
any Options multiplied by the then existing applicable Purchase Price and (b)
the consideration, if any, received by the Company or DSW, as the case may be,
upon such issue or sale, by (ii) the total number of shares of Common Stock or
DSW Stock, as the case may be, outstanding immediately after such issue or sale
and the number of shares of Common Stock or DSW Stock, as the case may be,
issuable upon exercise of this Warrant and upon conversion of any Convertible
Securities and upon exercise of any Options. For the avoidance of doubt,
issuances of Additional Shares of Common Stock shall result in an adjustment
only to the Common Stock Purchase Price and issuances of Additional Shares of
DSW Stock shall result in an adjustment only to the DSW Stock Purchase Price. In
addition, for the avoidance of doubt, after the consummation of a Spin-Off and
satisfaction of the Company's obligations to make the distribution to the Holder
required by Section 3.7(b), no adjustment shall be made pursuant to this Section
3.3 as a result of an issuance of Additional Shares of DSW Stock.

            3.4. Determination of Consideration. For purposes of this Section 3,
the consideration received by the Company or DSW for the issue of any Additional
Shares of Common Stock or Additional Shares of DSW Stock, as the case may be,
shall be computed as follows:

            (a) Cash and Property: Such consideration shall:

            (i) insofar as it consists of cash, be the aggregate amount of cash
     received by the Company or DSW, as applicable, excluding amounts paid or
     payable for accrued interest or accrued dividends;

            (ii) insofar as it consists of property other than cash, be computed
     at the fair value thereof at the time of such issue, as determined in good
     faith by a committee of the Company's Board of Directors consisting of
     directors who are not Affiliates of the Company, SSC or CPLP; provided,
     however, that at the request of the Holder, the fair value shall be
     determined in good faith by an independent investment banking firm selected
     by the Company, SSC and CPLP or, if that selection cannot be made within
     ten days, by an independent investment banking firm selected by the
     American Arbitration Association in accordance with its rules, and
     provided, further, that the Borrower shall pay all of the reasonable fees
     and expenses of any third parties incurred in connection with determining
     the fair value; and

            (iii) in the event Additional Shares of Common Stock or Additional
     Shares of DSW Stock are issued together with other shares of securities or
     other assets of the Company or DSW, as the case may be, for a single
     undivided consideration, be the proportion of such consideration so
     received allocable to such additional shares, computed as provided in
     clauses (i) and (ii) above, as determined in good faith by a committee of
     the Company's Board of Directors consisting of directors who are not
     Affiliates of the Company, SSC or CPLP, or at the request of the Holder,
     the proportion of such

                                       14
<PAGE>
     consideration so received allocable to such additional shares value shall
     be determined in good faith by an independent investment banking firm
     selected by the Company, SSC and CPLP or, if that selection cannot be made
     within ten days, by an independent investment banking firm selected by the
     American Arbitration Association in accordance with its rules, and
     provided, further, that the Company shall pay all of the reasonable fees
     and expenses of any third parties incurred in connection with determining
     the proportion of such consideration so received allocable to such
     Additional Shares of Common Stock or Additional Shares of DSW Stock, as the
     case may be.

            (b) Options and Convertible Securities. The consideration per share
received by the Company for the Additional Shares of Common Stock or by DSW for
Additional Shares of DSW Stock deemed to have been issued pursuant to Section
3.2(a) shall be determined by dividing:

            (x) the total amount, if any, received or receivable by the Company
            or DSW, as the case may be, as consideration for the issue of such
            Options or Convertible Securities, plus the minimum aggregate amount
            of additional consideration (as set forth in the instruments
            relating thereto, without regard to any provision contained therein
            for a subsequent adjustment of such consideration) payable to the
            Company or DSW, as the case may be, upon the exercise of such
            Options or the conversion or exchange of such Convertible
            Securities, or in the case of Options for Convertible Securities,
            the exercise of such Options for Convertible Securities and the
            conversion or exchange of such Convertible Securities, by

            (y) the maximum number of shares of Common Stock or DSW Stock, as
            applicable, (as set forth in the instruments relating thereto,
            without regard to any provision contained therein for a subsequent
            adjustment of such number) issuable upon the exercise of such
            Options or the conversion or exchange of such Convertible
            Securities.

            3.5. Adjustment for Stock Dividends, Stock Distributions,
Subdivisions, Combinations or Consolidations.

            (a) Stock Dividends, Stock Distributions or Subdivisions. In the
event the Company shall issue Additional Shares of Common Stock or DSW shall
issue Additional Shares of DSW Stock, pursuant to Section 3.2(b) in a stock
dividend, other stock distribution or subdivision, the applicable Purchase Price
in effect immediately prior to such stock dividend, stock distribution or
subdivision shall, concurrently with the effectiveness of such stock dividend,
stock distribution or subdivision, be proportionately decreased to adjust
equitably for such dividend, distribution or subdivision.

            (b) Combinations or Consolidations. In the event the outstanding
shares of Common Stock or DSW Stock, as the case may be, shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock or DSW Stock, as applicable, the applicable Purchase Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased to adjust equitably for such combination or
consolidation.

                                       15
<PAGE>
            (c) No Adjustment after Spin-Off. For the avoidance of doubt, after
the consummation of a Spin-Off and satisfaction of the Company's obligations to
make the distribution to the Holder required by Section 3.7(b), no adjustment
shall be made pursuant to this Section 3.5 as a result of any issuance of
Additional Shares of DSW Stock in a stock dividend, other stock distribution or
subdivision by DSW or combination or consolidation of DSW Stock.

            3.6. Adjustment for Merger or Reorganization, etc. In case of any
consolidation or merger of the Company or DSW with or into another corporation
or the conveyance of all or substantially all of the assets of the Company or
DSW to another corporation, or any reorganization or reclassification of the
Company (except a transaction for which provision for adjustment is otherwise
made in this Section 3) this Warrant shall thereafter be exercisable for the
number of shares of stock or other securities or property to which a holder of
the number of shares of Common Stock or DSW Stock, as the case may be,
deliverable upon exercise of this Warrant for such type of Warrant Shares would
have been entitled upon such consolidation, merger, conveyance, reorganization
or reclassification; and, in any such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the Holder, to the end that the provisions set forth
herein (including provisions with respect to changes in and other adjustments of
the applicable Purchase Price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of this Warrant. The Company shall not
effect any such consolidation, merger or sale of the Company unless prior to or
simultaneously with the consummation thereof the successor corporation or
purchaser, as the case may be, shall assume by written instrument the obligation
to deliver to the Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Holder is entitled to receive.
Nothing in this Section 3 shall be deemed to authorize the Company to enter into
any transaction not otherwise permitted by this Warrant. For the avoidance of
doubt, after the consummation of a Spin-Off and satisfaction of the Company's
obligations to make the distribution to the Holder required by Section 3.7(b),
no adjustment shall be made pursuant to this Section 3.6 as a result of any
consolidation or merger or the conveyance of all or substantially all of its
assets by DSW.

            3.7. Extraordinary Dividends and Distributions.

            (a) Subject to Section 3.7(b), if the Company or, prior consummation
of a Spin-Off and satisfaction of the Company's obligations pursuant to Section
3.7(b), DSW, at any time or from time to time after the date hereof shall
declare, order, pay or make a dividend or other distribution (including, without
limitation, any distribution of other or additional stock or other securities or
property or Options by way of dividend or spin-off, reclassification,
recapitalization or similar corporate rearrangement) on, in the case of the
Company, the Common Stock or, in the case of DSW, DSW Stock, other than (a) a
dividend or other distribution payable in Additional Shares of Common Stock or,
in the case of a dividend or other distribution by DSW, Additional Shares of DSW
Stock, or (b) a regularly scheduled cash dividend payable out of consolidated
earnings or earned surplus, determined in accordance with generally accepted
accounting principles, adequate provision shall be made so that the Holder shall
receive, upon exercise of this Warrant for such type of Warrant Shares, a pro
rata share of

                                       16
<PAGE>
such dividend based upon the maximum number of shares of Common Stock or DSW
Stock, as the case may be, at the time issuable to the Holder (determined
without regard to whether the Warrant is exercisable at such time). For the
avoidance of doubt, dividends and distributions on the DSW Stock shall only be
receivable upon exercise by a Holder of this Warrant for DSW Stock (and only
with respect to the number of shares of DSW Stock for which this Warrant is
exercised) and dividends and distributions on the Common Stock (other than a
Spin-Off) shall only be receivable upon exercise by a Holder of this Warrant for
Common Stock (and only with respect to the number of shares of Common Stock for
which this Warrant is exercised).

            (b) Notwithstanding anything in this Warrant to the contrary, if the
Company shall make any distribution of all shares of DSW Stock owned by it to
its shareholders (a "Spin-Off"), then the Holder of this Warrant shall receive,
and the Company shall deliver to the Holder, upon consummation of the Spin-Off,
that number of shares of DSW Stock which the Holder would have received in such
Spin-Off had the Holder exercised this Warrant, immediately prior to the record
date for such Spin-Off, for the greatest number of shares of Common Stock for
which this Warrant was then exercisable but only with respect to the portion of
this Warrant that remains unexercised on the date of such distribution [for
Cerberus Warrant only: without regard to any limit on exercisability set forth
in Section 2.5 or otherwise in this Warrant or any comparable provision in the
Term Loan Warrants]. Such shares of DSW Stock shall be distributed to the Holder
without payment therefor by the Holder to the Company or action of any kind
required by the Holder to the Company. Upon the consummation of a Spin-Off and
receipt by the Holder of the DSW Stock as provided for in this Section 3.7(b),
this Warrant shall no longer be exercisable for shares of DSW Stock and shall
only be exercisable for Common Stock in accordance with Section 2.1(c).

            3.8. Ownership of DSW Stock. The Company shall at all times while
this Warrant is outstanding, but prior to the consummation of a Spin-Off, retain
ownership of at least that number of shares of DSW Stock sufficient to permit
exercise in full of this Warrant and any other outstanding Convertible Warrants
and Term Loan Warrants for shares of DSW Stock [For Cerberus Warrant only:
without regard to any limit on exercisability set forth in Section 2.5 or
otherwise in this Warrant or any comparable provision in the Term Loan
Warrants]. The Company shall take all actions necessary such that the shares of
DSW Stock required hereby to be owned by it shall remain free of all Liens,
other than Permitted Liens.

            3.9. De Minimis Adjustments. If the amount of any adjustment of the
Purchase Price required pursuant to Section 3.3 would be less than one tenth
(1/10) of one percent (1%) of such Purchase Price in effect at the time such
adjustment is otherwise so required to be made, such amount shall be carried
forward and adjustment with respect thereto made at the time of and together
with any subsequent adjustment which, together with such amount and any other
amount or amounts so carried forward, shall aggregate a change in such Purchase
Price of at least one tenth (1/10) of one percent (1%) of such Purchase Price.
All calculations under this Warrant shall be made to the nearest one-hundredth
of a share.

            3.10. Abandoned Dividend or Distribution. If the Company shall take
a record of the holders of Common Stock or, if DSW shall take a record of the
holders of DSW Stock for the purpose of entitling them to receive a dividend or
other distribution (which results in an adjustment to the applicable Purchase
Price under the terms of this Warrant) and shall, thereafter,

                                       17
<PAGE>
and before such dividend or distribution is paid or delivered to shareholders
entitled thereto, legally abandon its plan to pay or deliver such dividend or
distribution, then any adjustment made to the applicable Purchase Price by
reason of the taking of such record shall be reversed, and any subsequent
adjustments, based thereon, shall be recomputed; provided, however, that no
additional Purchase Price or any other adjustment shall be required with regard
to Warrant Shares that have been issued upon exercise of the Warrant prior to
such abandonment.

            4. No Impairment. The Company will not, (i) by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, or (ii) prior or the consummation of a Spin-Off and
satisfaction of the Company's obligations to make the distribution to the Holder
required by Section 3.7(b), by consent to or approval of any amendment of DSW's
articles of incorporation or any consolidation, merger, reorganization, transfer
of assets, dissolution, issue or sale of securities or any other voluntary
action by DSW, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of Section
3 and in the taking of all such action as may be necessary or appropriate in
order to protect the exercise rights and other rights of the Holder against
impairment.

            5. Accountants' Report. In each case of any adjustment or
readjustment of the Common Stock Purchase Price or DSW Stock Purchase Price
pursuant to Section 3, the Company at its sole expense shall promptly (after
becoming aware of an adjustment with respect to the DSW Stock) compute such
adjustment or readjustment in accordance with the terms of this Warrant and
prepare a report setting forth such adjustment or readjustment and showing in
reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or to be received by the Company for any Additional
Shares of Common Stock or by DSW for any Additional Shares of DSW Stock issued
or sold or deemed to have been issued under Section 3, (b) the number of shares
of Common Stock or DSW Stock outstanding or deemed to be outstanding, and (c)
the Common Stock Purchase Price or DSW Stock Purchase Price in effect
immediately prior to such issue or sale and as adjusted and readjusted (if
required by Section 3) on account thereof. The Company shall forthwith mail a
copy of each such report to the Holder. In the event that the Holder disagrees
with such report, the Company shall cause independent certified public
accountants of recognized national standing (which may be the regular auditors
of the Company) selected by the Company to review and verify or revise such
computation (other than any computation of the Fair Market Value of property)
and report. The Company shall also keep copies of all such reports at its
principal office and shall cause the same to be available for inspection at such
office during normal business hours by the Holder.

            6. Common Stock Reserved. The Company shall reserve and at all times
keep available out of its authorized but unissued Common Stock (in the case of
Common Stock), free from preemptive or other preferential rights, restrictions,
reservations, dedications, allocations, options, other warrants and other rights
under any stock option, conversion option or similar agreement, such number of
shares of Common Stock as shall from time to time be sufficient to effect
exercise of this Warrant for such Warrant Shares [For Cerberus Warrant Only:

                                       18
<PAGE>
without regard to any limit on exercisability set forth in Section 2.5 or
otherwise in this Warrant or any comparable provision in the Term Loan
Warrants].

            7. No Reissuance of Loan. Any portion of the principal amount of the
Holder's portion of the Loan which is reduced in connection with payment of the
Purchase Price for the Warrant Shares as provided herein shall not be reissued.

            8. NOTICES OF CORPORATE ACTION. In the event of:

            (a) any taking by the Company or, prior to the consummation of a
Spin-Off and satisfaction of the Company's obligations pursuant to Section
3.7(b), DSW, of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or

            (b) any capital reorganization of the Company or, prior to the
consummation of a Spin-Off and satisfaction of the Company's obligations
pursuant to Section 3.7(b), DSW, any reclassification or recapitalization of the
capital stock of the Company or, prior to the consummation of a Spin-Off and
satisfaction of the Company's obligations pursuant to Section 3.7(b), DSW, any
consolidation or merger involving the Company or, so long as no Spin-Off shall
have occurred, DSW and any other Person, any transaction or series of
transactions in which more than 50% of the voting securities of the Company are
transferred to another Person, or any transfer, sale or other disposition of all
or substantially all the assets of the Company or, prior to the consummation of
a Spin-Off and satisfaction of the Company's obligations pursuant to Section
3.7(b), DSW to any other Person, or

            (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company or, prior to the consummation of a Spin-Off and
satisfaction of the Company's obligations pursuant to Section 3.7(b), DSW, or

            (d) any Spin-Off, or

            (e) the exercise by the Company of any right or remedy with respect
to its Lien on the capital stock of DSW,

the Company shall mail to each holder of a Warrant a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, sale, disposition, dissolution, liquidation or winding-up is to take
place and the time, if any such time is to be fixed, as of which the holders of
record of Common Stock or DSW Stock (or Other Securities) shall be entitled to
exchange their shares of Common Stock or DSW Stock (or Other Securities) for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 20
days prior to the date therein

                                       19
<PAGE>
specified, and in the case of a Spin-off, such notice shall be mailed at least
90 days prior to the record date of such Spin-Off.

            9. Closing of Books. The Company will at no time close its transfer
books against the transfer of any shares of Common Stock issued or issuable upon
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant, except as may otherwise be required to comply with applicable
securities laws.

            10. Covenant As To Common Stock. The Company covenants that all
Warrant Shares which may be delivered upon exercise of this Warrant will be
newly issued shares (except where such Warrant Shares are to be DSW Stock), upon
such delivery will have been duly authorized and validly issued, will be fully
paid and nonassessable and the Company will pay all taxes, liens and charges
with respect to the issue thereof. The Company further covenants that all
governmental, corporate, shareholder and third-party approvals (including those
of any exchange on which such Warrant Shares are, or are proposed to be listed)
for the issuance of shares of Common Stock hereunder will have been duly
obtained and will be in full force and effect on or before any Warrant Shares
are or are required to be issued pursuant to this Section 10.

            11. Registration of Stock. If any shares of Common Stock to be
reserved for purposes of exercise of this Warrant require registration with or
approval of any governmental authority under any federal or state law (other
than the Securities Act) before such shares may be issued or transferred upon
exercise, the Company shall, at its expense and as expeditiously as possible,
use its best efforts to cause such shares to be duly registered or approved, as
the case may be. At any such time as Common Stock is listed on any national
securities exchange, the Company shall, at its expense, obtain promptly and
maintain the approval for listing on each such exchange, upon official notice of
issuance, the shares of Common Stock issuable upon exercise of the then
outstanding Warrants and maintain the listing of such shares after their
issuance; and the Company shall also list on such national securities exchange,
register under the Exchange Act and maintain such listing of, any Other
Securities of the Company that at any time are issuable upon exercise of the
Warrants, if and at the time that any securities of the same class shall be
listed on such national securities exchange by the Company.

            12. RESTRICTIONS ON TRANSFER.

            12.1. Restrictive Legends. Except as otherwise permitted by this
Section 12, each Warrant (including each Warrant issued upon the transfer of any
Warrant) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

            "THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
      WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR PURSUANT TO AN APPLICABLE

                                       20
<PAGE>
      EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS
      WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS SPECIFIED
      IN THIS WARRANT.

Except as otherwise permitted by this Section 12, each certificate for Common
Stock or DSW Stock (or Other Securities) issued upon the exercise of any
Warrant, and each certificate issued upon the transfer of any such Common Stock
or DSW Stock (or Other Securities), shall be stamped or otherwise imprinted with
a legend in substantially the following form:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
      LAW OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
      OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
      AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
      EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS."

            12.2. Transfer to Comply With the Securities Act. Restricted
Securities may not be sold, assigned, pledged, hypothecated, encumbered or in
any manner transferred or disposed of (a "Transfer"), in whole or in part,
except in compliance with the provisions of the Securities Act and state
securities or Blue Sky laws and the terms and conditions hereof.

            12.3. Notice of Transfer. Each Holder shall, prior to any Transfer
of any Warrants, give written notice to the Company of such Holder's intention
to Transfer.

            12.4. Termination of Restrictions. The restrictions imposed by this
Section 12 on the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when a registration
statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) when such securities are
sold pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, or (c) when, in the reasonable opinion of both counsel for the
Holder and counsel for the Company or DSW, as applicable, such restrictions are
no longer required or necessary in order to protect the Company or DSW, as
applicable, against a violation of the Securities Act upon any sale or other
disposition of such securities without registration thereunder. Whenever such
restrictions shall cease and terminate as to any Restricted Securities that are
Common Stock, the Holder shall be entitled to receive from the Company, without
expense, new securities of like tenor not bearing the applicable legends
required by Section 12.1.

            12.5. Exempt Transfers. The restrictions on the transfer of this
Warrant or the Warrant Shares set forth in this Section 12 shall not apply to
any transfer to an affiliate of the Holder or to any transfer to any other
Person, provided that such transfer is made in compliance with the provisions of
the Securities Act and state securities laws.

                                       21
<PAGE>
            13. SECURITIES ACT MATTERS.

            13.1. The Holder represents and warrants to the Company as of the
Effective Date and as of date hereof that:

            (a) The Holder is acquiring this Warrant for its own account,
without a view to, or sale in connection with, the distribution thereof. The
Holder has no present agreement, undertaking, arrangement, commitment or
obligation providing for the disposition of the Warrant or the Warrant Shares,
all without prejudice, however, to the right of the Holder at any time, in
accordance with this Warrant, lawfully to sell or otherwise to dispose of all or
any part of the Warrant or Warrant Shares held by it;

            (b) The Holder is an "accredited investor" within the meaning of
Regulation D under the Securities Act. The Holder has not retained, utilized or
been represented by any broker or finder in connection with the transactions
contemplated by this Warrant;

            (c) The Holder acknowledges that, subject to the Registration Rights
Agreement and the DSW Registration Rights Agreement (A) the Warrants and the
Warrant Shares have not been registered under the Securities Act, in reliance on
the non-public offering exemption contained in Section 4(2) of the Securities
Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares
are not so registered, the Holder must bear the economic risk of holding this
Warrant and the Warrant Shares for an indefinite period of time unless the
Warrants and the Warrant Shares are subsequently registered under the Securities
Act or an exemption from such registration is available with respect thereto;
(C) Rule 144 under the Securities Act may or may not be available for resales of
the Warrants or the Warrant Shares in the future and, if so, may only be
available for sales in limited amounts; (D) there is presently no trading market
for the Warrants and there is no assurance that such market will exist in the
future; and (E) while there is presently a trading market for the Warrant
Shares, there is no assurance that such market will be in existence in the
future; and

            (d) If the Holder decides to dispose of this Warrant or the Warrant
Shares, which it does not now contemplate, the Holder can do so only in
accordance and in compliance with the Securities Act and Rule 144 or another
exemption from the registration requirements of the Securities Act, as then in
effect or through an effective registration statement under the Securities Act.

            14. REGISTRATION AND TRANSFER OF WARRANTS, ETC.

            14.1. Warrant Register; Ownership of Warrants. Each Warrant issued
by the Company shall be numbered and shall be registered in a warrant register
(the "Warrant Register") as it is issued and transferred, which Warrant Register
shall be maintained by the Company at its principal office or, at the Company's
election and expense, by a Warrant agent or the transfer agent. The Company
shall be entitled to treat the registered Holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other Person, and shall not be affected by any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the

                                       22
<PAGE>
bearer thereof as the owner of such Warrant for all purposes. Subject to Section
12, a Warrant, if properly assigned, may be exercised by a new holder without a
new Warrant first having been issued.

            14.2. Transfer of Warrants. Subject to compliance with Section 12,
if applicable, this Warrant and all rights hereunder are transferable in whole
or in part, without charge to the Holder hereof, upon surrender of this Warrant
with a properly executed Form of Assignment attached hereto as Exhibit C at the
principal office of the Company. Upon any partial transfer, the Company shall at
its expense issue and deliver to the Holder a new Warrant of like tenor, in the
name of the Holder, which shall be exercisable for such number of shares of
Common Stock with respect to which rights under this Warrant were not so
transferred.

            14.3. Replacement of Warrants. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender of such Warrant to the Company at its principal office
and cancellation thereof, the Company at its expense shall execute and deliver,
in lieu thereof, a new Warrant of like tenor.

            14.4. Adjustments to Purchase Price and Number of Shares.
Notwithstanding any adjustment in the Purchase Price or in the number or kind of
Warrant Shares purchasable upon exercise of this Warrant, any Warrant
theretofore or thereafter issued may continue to express the same number and
kind of Warrant Shares as are stated in this Warrant, as initially issued.

            14.5. Fractional Shares. Notwithstanding any adjustment pursuant to
Section 3 in the number of Warrant Shares covered by this Warrant or any other
provision of this Warrant, the Company shall not be required to issue or
transfer fractions of shares upon exercise of this Warrant or to distribute
certificates which evidence fractional shares. In lieu of fractional shares, the
Company shall make payment to the Holder, at the time of exercise of this
Warrant as herein provided, in an amount in cash equal to such fraction
multiplied by the applicable Purchase Price on the date of Warrant exercise.

            15. Remedies; Specific Performance. The Company stipulates that
there would be no adequate remedy at law to any Holder in the event of any
default or threatened default by the Company in the performance of or compliance
with any of the terms of this Warrant and accordingly, the Company agrees that,
in addition to any other remedy to which the Holder may be entitled at law or in
equity, the Holder shall be entitled to seek to compel specific performance of
the obligations of the Company under this Warrant, without the posting of any
bond, in accordance with the terms and conditions of this Warrant in any court
of the United States or any State thereof having jurisdiction, and if any action
should be brought in equity to enforce any of the provisions of this Warrant,
the Company shall not raise the defense that there is an adequate remedy at law.
Except as otherwise provided by law, a delay or omission by the Holder hereto in
exercising any right or remedy accruing upon any such breach shall not impair
the right or remedy or constitute a waiver of or acquiescence in any such
breach. No remedy shall be exclusive of any other remedy. All available remedies
shall be cumulative.

                                       23
<PAGE>
            16. No Rights or Liabilities as Shareholder. Nothing contained in
this Warrant shall be construed as conferring upon the Holder hereof any rights
as a shareholder of the Company or as imposing any obligation on the Holder to
purchase any securities or as imposing any liabilities on the Holder as a
shareholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

            17. Notices. All notices and other communications (and deliveries)
provided for or permitted hereunder shall be made in writing by hand delivery,
telecopier, any nationally-recognized courier guaranteeing overnight delivery or
first class registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

If to the Company:                  Retail Ventures Inc.
                                    3241 Westerville Road
                                    Columbus, OH
                                    Attn: James McGrady
                                    Chief Financial Officer
                                    Fax No. (614) 473-2721


with copies to:                     Retail Ventures Inc.
                                    3241 Westerville Road
                                    Columbus, OH
                                    Attn: General Counsel
                                    Fax No. (614) 337-4682


If to Holder:                       Cerberus Partners, L.P.
                                    299 Park Avenue
                                    Floors 22
                                    New York, NY 10171
                                    Attn:  Lenard Tessler
                                    Fax No. (212) 421-2958

with copies to:                     Schulte Roth & Zabel LLP
                                    919 Third Avenue
                                    New York, NY  10022
                                    Attn:  Stuart D. Freedman, Esq.
                                    Fax No. (212) 593-5955

            All such notices and communications (and deliveries) shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered;
when receipt is acknowledged, if telecopied; on the next Business Day, if timely
delivered to a courier guaranteeing overnight delivery; and five days after
being deposited in the mail, if sent first class or certified mail, return
receipt requested, postage prepaid; provided, that the exercise of any Warrant
shall be effective in the manner provided in Section 2.

                                       24
<PAGE>
            18. Amendments. This Warrant and any term hereof may not be amended,
modified, supplemented or terminated, and waivers or consents to departures from
the provisions hereof may not be given, except by written instrument duly
executed by the Company and the Holder.

            19. Descriptive Headings, Etc. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Warrant otherwise
requires: (1) words of any gender shall be deemed to include each other gender;
(2) words using the singular or plural number shall also include the plural or
singular number, respectively; (3) the words "hereof", "herein" and "hereunder"
and words of similar import when used in this Warrant shall refer to this
Warrant as a whole and not to any particular provision of this Warrant, and
Section and paragraph references are to the Sections and paragraphs of this
Warrant unless otherwise specified; (4) the word "including" and words of
similar import when used in this Warrant shall mean "including, without
limitation," unless otherwise specified; (5) "or" is not exclusive; and (6)
provisions apply to successive events and transactions.

            20. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the law of the State of New York.

            21. Registration Rights Agreement. The shares of Common Stock (and
Other Securities of the Company) issuable upon exercise of this Warrant shall
constitute Registrable Securities (as such term is defined in the Registration
Rights Agreement. Each Holder shall be entitled to all of the benefits afforded
to a holder of any such Registrable Securities under the Registration Rights
Agreement and such Holder, by its acceptance of this Warrant, agrees to be bound
by and to comply with the terms and conditions of the Registration Rights
Agreement and the DSW Registration Rights Agreement, applicable to such Holder
as a holder of such Registrable Securities. In addition to the foregoing, to the
extent the Holder exercises this Warrant into DSW Stock within 180 days of a
Qualifying IPO, such Holder agrees not to transfer such Warrant Shares until the
date that is 181 days after the closing date of such Qualifying IPO.

            22. Costs and Attorneys' Fees. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Warrant, the
Company agrees and the Holder, by taking and holding this Warrant agrees, that
the prevailing party shall recover from the non-prevailing party all of such
prevailing party's costs and reasonable attorneys' fees incurred in each and
every such action, suit or other proceeding, including any and all appeals or
petitions therefrom.

            23. EXPIRATION. The right to exercise this Warrant shall expire at
the later of 5:00 PM, New York City time on June 11, 2007 and the date of the
repayment in full of the obligations under the Convertible Facility.

                [Remainder of this page intentionally left blank]




                                       25
<PAGE>
            IN WITNESS WHEREOF, the Company has executed and delivered this
Warrant as of the date first above written.

                                    RETAIL VENTURES, INC.


                                    By:
                                           ---------------------------
                                    Name:
                                           ---------------------------
                                    Title:
                                           ---------------------------




                                       26
<PAGE>
                                                   EXHIBIT A to
                                                   Common Stock Purchase Warrant


                                     FORM OF
                   ELECTION TO PURCHASE SHARES OF COMMON STOCK

            The undersigned hereby irrevocably elects to exercise the Warrant to
purchase ____ common shares, no par value per share ("Common Stock"), of RETAIL
VENTURES, INC. and hereby makes payment of $________ therefor [or] makes payment
by reduction pursuant to Section 2.1(b)(ii) of the Warrant of the number of
shares of Common Stock otherwise issuable to the Holder upon Warrant exercise by
___ shares [or] makes payment therefor by delivery of the following Common Stock
Certificates of the Company (properly endorsed for transfer in blank) for
cancellation by the Company pursuant to Section 2.1(b)(iii) of the Warrant,
certificates of which are attached hereto for cancellation ________________
[list certificates by number and amount]. The undersigned hereby requests that
certificates for such shares be issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:_____________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

            If the number of shares of Common Stock purchased (and/or reduced)
hereby is less than the number of shares of Common Stock covered by the Warrant,
the undersigned requests that a new Warrant representing the number of shares of
Common Stock not so purchased (or reduced) be issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:_____________________________________________________________________
                                (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

Dated: _____________, 20__                      NAME OF HOLDER

                                          By________________________
                                            Name:
                                            Title:



                                       27
<PAGE>
                                                   EXHIBIT B to
                                                   Common Stock Purchase Warrant

                                     FORM OF
                    ELECTION TO PURCHASE SHARES OF DSW STOCK

            The undersigned hereby irrevocably elects to exercise the Warrant to
purchase ___ Class A Common Shares, no par value, of DSW Inc. ("DSW Stock") and
hereby makes payment of $________ therefor [or] makes payment by reduction
pursuant to Section 2.1(b)(ii) of the Warrant of the number of shares of DSW
Stock otherwise issuable to the Holder upon Warrant exercise by ___ shares [or]
makes payment therefor by delivery of the following DSW Stock Certificates of
DSW Inc. (properly endorsed for transfer in blank) for transfer to the Company
pursuant to Section 2.1(b)(iii) of the Warrant, certificates of which are
attached hereto for cancellation ________________ [list certificates by number
and amount]. The undersigned hereby requests that certificates for such shares
be issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:_____________________________________________________________________
                                     (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

            If the number of shares of DSW Stock purchased (and/or reduced)
hereby is less than the number of shares of DSW Stock covered by the Warrant,
the undersigned requests that a new Warrant representing the number of shares of
DSW Stock not so purchased (or reduced) be issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:_____________________________________________________________________
                                (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

Dated: _____________, 20__                      NAME OF HOLDER

                                          By________________________
                                            Name:
                                            Title:




                                       28
<PAGE>
                                                   EXHIBIT C to
                                                   Common Stock Purchase Warrant

                               FORM OF ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Shares, no par value per share ("Common Stock") of RETAIL
VENTURES, INC. (the "Company") or, after the consummation of a Qualifying IPO
(as defined in the Warrant) but prior to the consummation of a Spin-Off (as
defined in the Warrant) and satisfaction of the Company's obligations to make
the distribution required by Section 3.7(b) of the Warrant, and at its election,
Class A common shares no par value per share ("DSW Stock") of DSW Inc. owned by
the Company, and represented by the Warrant, with respect to the number of
shares of Common Stock and DSW Stock set forth below:

<TABLE>
<CAPTION>
                                      No. of Shares      No. of Shares of
      Name of Assignee    Address    of Common Stock         DSW Stock
      ----------------    -------    ---------------         ---------
<S>                       <C>        <C>                 <C>
</TABLE>




and does hereby irrevocably constitute and appoint ________ Attorney to make
such transfer on the books of maintained for that purpose, with full power of
substitution in the premises.

Dated: _______________, 20__                    NAME OF HOLDER

                                           By________________________
                                      Name:
                                     Title:



