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                                                                     Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                                    DSW INC.

                                       and

                            THE HOLDERS SPECIFIED ON
                           THE SIGNATURE PAGES HEREOF

                            Dated as of June __, 2005
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            This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of
June __, 2005, is entered into by and among DSW Inc. an Ohio corporation (the
"Company"), Cerberus Partners, L.P. ("CPLP"), Schottenstein Stores Corporation
("SSC") and Back Bay Capital Funding LLC.

                             W I T N E S S E T H :

            WHEREAS, in connection with a Financing Agreement dated July 11,
2002, as amended or otherwise modified from time to time, by and among Retail
Ventures, Inc., an Ohio corporation and sole owner of the shares of the Company
(the "Parent"), certain of its Affiliates, including the Company, CPLP and the
lenders set forth therein (the "Financing Agreement"), Parent has issued certain
warrants, dated September 26, 2002, as amended, restated or modified from time
to time (the "Warrants") to each Holder exercisable, subject to the terms and
conditions set forth therein, for up to [_______](1) shares (subject to
adjustment pursuant to the terms of the Warrants), of the Company's Class A
Common Shares without par value owned by Parent or to be owned by Parent upon
exchange of Class B Common Shares without par value of the Company (such Class A
Common Shares, the "Common Shares") (the Common Shares issued or issuable upon
exercise of the Warrants are hereinafter referred to as the "Warrant Shares");
and

            WHEREAS, in connection with the amendment and restatement of that
certain Amended and Restated Convertible Loan Agreement, dated as of June 11,
2002, by and among the Parent, the guarantors named therein, including the
Company, CPLP and the Lenders named therein, 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 Amendment No. 3 to Amended and
Restated Senior Convertible Loan Agreement, dated as of December 29, 2004 (as
amended, supplemented, restated or otherwise modified through the date hereof,
the "Loan Agreement"), Parent has, on the date hereof, issued certain warrants
(the "Conversion Warrants") exercisable for Common Shares by each of the
Holders, subject to the terms and conditions set forth therein, (the Common
Shares issued or issuable upon exercise of the Conversion Warrants are
hereinafter referred to as the "Conversion Warrant Shares"); and

            WHEREAS, in order to induce the Initial Holders to consent to an
initial public offering of the Company (provided that such offering constitutes
a Qualifying IPO (as defined below)), the Company has agreed to grant to the
Initial Holders the registration rights set forth herein;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in order to induce the Initial Holders to amend
and restate the Loan Agreement, the Company and the Initial Holders hereby agree
as follows:

            1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

--------
(1) Insert amount equal to (19,621,459 * 4.50)/IPO Price.
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         "Affiliate" shall mean, with respect to any Person, any other Person
that directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. For purposes of
this definition, "control," "controls," "controlled by," or "under common
control with" shall mean the possession, direct or indirect of the power to
cause the direction of the management and policies of a Person whether through
the ownership of voting securities, by contract or otherwise. A Person shall be
deemed to have control of another Person if it is a "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13-d-5 under the Securities Exchange Act)
or a member of a "group" that is the beneficial owner, directly or indirectly,
of 20% or more of the voting stock of or equity interest in such Person. A
Person shall be deemed to direct the management and policies of a Person if it,
without limitation, obtains the power (whether or not exercised) to elect a
majority of the Board of Directors of such Person.

         "Common Shares" shall have the meaning set forth in the recitals.

         "Company" shall have the meaning set forth in the preamble.

         "Convertible Facility" shall mean that certain Amended and Restated
Senior Subordinated Convertible Loan Agreement, dated as of June 11, 2002, among
the Parent, 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 otherwise modified through
the date hereof).

         "Conversion Warrant Shares" shall have the meaning set forth in the
recitals.

         "Conversion Warrants" shall have the meaning set forth in the recitals.

         "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 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.

         "CPLP" shall have the meaning set forth in the preamble.

         "CPLP Initial Holders" shall mean CPLP and its transferees who are
Initial Holders.

         "Demand Registration" shall mean a registration required to be effected
by the Company pursuant to Section 2.1.

         "Demand Registration Statement" shall mean a registration statement of
the Company which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2.1 and all amendments and
supplements to such registration statement,


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including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference (or deemed to be incorporated by reference) therein.

         "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.

         "Financing Agreement" shall have the meaning set forth in the recitals.

         "Holders" shall initially mean the Holders signatory hereto for so long
as they are the registered owners of any Registrable Securities and such of
their respective heirs, successors and permitted assigns (including any
permitted transferees of Registrable Securities) who acquire or are otherwise
the transferee of Registrable Securities, directly or indirectly, from such
Holders (or any subsequent Holder), for so long as such heirs, successors and
permitted assigns are the registered owners of any Registrable Securities. For
purposes of this Agreement, a Person will be deemed to be a Holder whenever such
Person holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities, whether or not such
purchase, conversion, exercise or exchange has actually been effected and
disregarding any legal restrictions upon the exercise of such rights.
Registrable Securities issuable upon exercise of an option or upon conversion,
exchange or exercise of another security shall be deemed outstanding for the
purposes of this Agreement.

         "Holders' Counsel" shall mean one firm of counsel (per registration) to
the Holders of Registrable Securities participating in such registration, which
counsel shall be selected (i) in the case of a Demand Registration, by the
Initiating Holder who requested registration in the Request or, if another
Holder is registering a greater number of Registrable Securities in such Demand
Registration, then the Holder registering the greatest number of Registrable
Securities in such Demand Registration and (ii) in all other cases, by the
Initial Holders of the Registration.

         "Incidental Registration" shall mean a registration required to be
effected by the Company pursuant to Section 2.2.

         "Incidental Registration Statement" shall mean a registration statement
of the Company, which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2.2 and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference (or deemed to be incorporated by
reference) therein.


         "Initial Holders" shall mean CPLP, SSC, SSC's beneficial owners and any
party to whom any of SSC, SSC's beneficial owners or CPLP transfers at least 15%
of its Registrable Securities.


         "Initial Holders of the Registration" shall mean, with respect to a
particular registration, the Initial Holders who hold Registrable Securities to
be included in such registration.


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         "Initiating Holder" shall mean, with respect to a particular
registration, the Holder who initiated the Request for such registration.

         "IPO Effective Date" means the date on which a Qualifying IPO is
consummated in accordance with the terms in the Form S-1 Registration Statement
of the Company, as filed with the SEC, on June __, 2005, as amended from time to
time.

         "IPO Price" means the price at which each Common Share is offered to
the public in a Qualifying IPO as set forth on the cover page to the prospectus
in such IPO.

         "Loan Agreement" shall have the meaning set forth in the preamble.

         "Market Price" shall mean, on any date specified herein, with respect
to any 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 the
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, or the Initial
Holders; provided, however, that at the request of a Holder, the Market Price
shall be determined in good faith by an independent investment banking firm
selected jointly by the Company and the Initial Holders 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.

         "NYSE" shall mean the New York Stock Exchange, Inc.

         "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.

         "Prospectus" shall mean the prospectus included in a Registration
Statement (including, without limitation, any preliminary prospectus and any
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act) and any such Prospectus as amended or
supplemented by any prospectus supplement, and all other


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amendments and supplements to such Prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
(or deemed to be incorporated by reference) therein.

         "Qualifying IPO" shall mean an initial public offering of the Company
(a) in which not more than 40% of the value (as of the IPO Effective Date
calculated by reference to the IPO Price) of all issued and outstanding common
shares (of all classes, treated as a single class) of the Company are sold; (b)
if immediately following such initial public offering and the application of the
net proceeds thereof, common shares (of all classes, treated as a single class)
of the Company having not less than 55% of the value (as of the IPO Effective
Date calculated by reference to the IPO Price) of all issued and outstanding
common shares (of all classes treated as a single class) of the Company are held
(directly or indirectly) by the Parent, free and clear of all liens, other than
liens in favor of the lenders under the Convertible Facility and subordinated
liens in favor of Value City Department Stores, LLC (which liens shall
automatically be released by the terms of the relevant documentation to the
extent necessary to permit an exercise by the holders of the Warrants or the
Conversion Warrants for Common Shares if such holders so elect); (c) in which
the sale price of the shares of Class A Common Shares of the Company sold in the
initial public offering shall reflect the fair market value of such Common
Shares at the time of the initial public offering as determined in good faith by
the Board of Directors of Parent; (d) from which the net proceeds are sufficient
to repay in full all obligations outstanding under the Financing Agreement and
$25,000,000 of the principal amount under the Convertible Facility; and (e)
which is consummated on or prior to December 31, 2005.

         "Registrable Securities" shall mean (i) any Warrant Shares issued upon
exercise of the Warrants, (ii) any Conversion Warrant Shares issued upon
exercise of the Conversion Warrants, and (iii) any other securities of the
Company (or any successor or assign of the Company, whether by merger,
consolidation, sale of assets or otherwise) which may be issued with respect to,
in exchange for, or in substitution of, Registrable Securities referenced in
clauses (i) and (ii) above by reason of any dividend or stock split, combination
of shares, merger, consolidation, recapitalization, reclassification,
reorganization, sale of assets or similar transaction. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when (A) a registration statement with respect to the sale of such securities
shall have been declared effective under the Securities Act and either (i) the
registration statement with respect thereto has remained effective for 150 days
from the time the Warrant Shares are issued upon exercise of the Warrants or
from the time the Conversion Warrant Shares are issued upon exercise of the
Conversion Warrants (provided, that this clause (A)(i) shall not apply to a
registration statement that is a shelf registration) or (ii) such securities
shall have been disposed of in accordance with such registration statement, (B)
such securities are eligible for sale pursuant to Rule 144(k) (or any similar
provisions then in force) under the Securities Act, (C) such securities have
been otherwise transferred, a new certificate or other evidence of ownership for
them not bearing the legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not
require registration under the Securities Act, or (D) such securities shall have
ceased to be outstanding.

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement by the Company and its
subsidiaries, including, without limitation (i) all SEC, stock exchange, NYSE
and other registration, listing and filing fees, (ii) all


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fees and expenses of the Company incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of any stock
exchange (including fees and disbursements of counsel in connection with such
compliance and the preparation of a blue sky memorandum and legal investment
survey), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing, distributing, mailing and delivering any
Registration Statement, any Prospectus, any underwriting agreements, transmittal
letters, securities sales agreements, securities certificates and other
documents relating to the performance of or compliance with this Agreement, (iv)
the fees and disbursements of counsel for the Company, (v) the fees and
disbursements of Holders' Counsel up to $15,000 per Registration Statement, (vi)
the fees and disbursements of all independent public accountants (including the
expenses of any audit and/or "cold comfort" letters) and the fees and expenses
of other Persons, including experts, retained by the Company, (vii) the expenses
incurred in connection with making road show presentations and holding meetings
with potential investors to facilitate the distribution and sale of Registrable
Securities, and (viii) except as set forth below, any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities; provided,
however, that Registration Expenses shall not include discounts and commissions
payable to underwriters, selling brokers, dealer managers or other similar
Persons engaged in the distribution of any of the Registrable Securities; and
provided further, that in any case where Registration Expenses are not to be
borne by the Company, such expenses shall not include salaries of Company
personnel or general overhead expenses of the Company, auditing fees, premiums
or other expenses relating to liability insurance required by underwriters of
the Company or other expenses for the preparation of financial statements or
other data normally prepared by the Company in the ordinary course of its
business or which the Company would have incurred in any event; and provided
further, that in the event the Company shall not register any securities with
respect to which it had given written notice of its intention to register to
Holders, notwithstanding anything to the contrary in the foregoing, all of the
costs incurred by the Holders in connection with such registration shall be
deemed to be Registration Expenses.

         "Registration Statement" shall mean any registration statement of the
Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

         "Request" shall have the meaning set forth in Section 2.1(a).

         "Rule 144" means Rule 144 issued by the SEC under the Securities Act,
or any subsequent rule pertaining to the disposition of securities without
registration.

         "Rule 144A" means Rule 144A issued by the SEC under the Securities Act,
or any subsequent rule pertaining to private resales of securities to
institutions.

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

         "Securities Act" shall have the meaning set forth in the preamble.


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         "Shelf Registration" shall have the meaning set forth in Section
2.1(a).


         "SSC Initial Holders" shall mean SSC, its beneficial owners and its
transferees who are Initial Holders.


         "Underwriters" shall mean the underwriters, if any, of the offering
being registered under the Securities Act.

         "Underwritten Offering" shall mean a sale of securities of the Company
to an Underwriter or Underwriters for reoffering to the public.

         "Warrants" shall have the meaning set forth in the recitals.

         "Warrant Shares" shall have the meaning set forth in the recitals.

         "Withdrawn Demand Registration" shall have the meaning set forth in
Section 2.1(a).

         "Withdrawn Request" shall have the meaning set forth in Section 2.1(a).

         2. REGISTRATION UNDER THE SECURITIES ACT.

         2.1 Demand Registration.

         (a) Right to Demand Registration. Subject to Section 2.1(c), at any
time or from time to time after the consummation of a Qualifying IPO, each
Initial Holder shall have the right to request in writing that the Company
register all or part of such Holder's Registrable Securities (a "Request")
(which Request shall specify the amount of Registrable Securities intended to be
disposed of by such Holder and the intended method of disposition thereof) by
filing with the SEC a Demand Registration Statement. As promptly as practicable,
but no later than 10 days after receipt of a Request, the Company shall give
written notice of such requested registration to all other Holders of
Registrable Securities. Subject to Section 2.1(b), the Company shall include in
a Demand Registration (i) the Registrable Securities intended to be disposed of
by the Initiating Holder and (ii) the Registrable Securities intended to be
disposed of by any other Holder which shall have made a written request (which
request shall specify the amount of Registrable Securities to be registered and
the intended method of disposition thereof) to the Company for inclusion thereof
in such registration within 30 days after the receipt of such written notice
from the Company. The Company shall, promptly, following a Request, use its
reasonable best efforts to cause to be filed with the SEC a Demand Registration
Statement providing for the registration under the Securities Act of the
Registrable Securities which the Company has been so requested to register by
all such Holders, to the extent necessary to permit the disposition of such
Registrable Securities to be registered in accordance with the intended methods
of disposition thereof specified in such Request or further requests (including,
without limitation, by means of a shelf registration pursuant to Rule 415 under
the Securities Act (a "Shelf Registration") if so requested and if the Company
is then eligible to use such a registration. The Company shall use its
reasonable best efforts to have such Demand Registration Statement declared
effective by the SEC as soon as practicable thereafter and to keep such Demand
Registration Statement continuously effective for the period specified in
Section 4.1(b).


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<PAGE>
         A Request may be withdrawn prior to the filing of the Demand
Registration Statement by the Initiating Holder (a "Withdrawn Request") and a
Demand Registration Statement may be withdrawn prior to the effectiveness
thereof by the Initiating Holder (a "Withdrawn Demand Registration"), and such
withdrawals shall be treated as a Demand Registration which shall have been
effected pursuant to this Section 2.1, unless the Holders of Registrable
Securities to be included in such Registration Statement reimburse the Company
for its reasonable out-of-pocket Registration Expenses relating to the
preparation and filing of such Demand Registration Statement (to the extent
actually incurred), in which case such withdrawal shall not be treated as a
Demand Registration effected pursuant to this Section 2.1 (and shall not be
counted toward the number of Demand Registrations); provided, however, that if a
Withdrawn Request or Withdrawn Registration Statement is made (A) because of a
material adverse change in the business, financial condition or prospects of the
Company, or (B) because the sole or lead managing Underwriter advises that the
amount of Registrable Securities to be sold in such offering be reduced pursuant
to Section 2.1(b) by more than 25% of the Registrable Securities to be included
in such Registration Statement, then such withdrawal shall not be treated as a
Demand Registration effected pursuant to this Section 2.1 (and shall not be
counted toward the number of Demand Registrations), and the Company shall pay
all Registration Expenses in connection therewith. Any Holder requesting
inclusion in a Demand Registration may, at any time prior to the effective date
of the Demand Registration Statement (and for any reason) revoke such request by
delivering written notice to the Company revoking such requested inclusion.

         The registration rights granted pursuant to the provisions of this
Section 2.1 shall be in addition to the registration rights granted pursuant to
the other provisions of Section 2 hereof.

         (b) Priority in Demand Registrations. If a Demand Registration involves
an Underwritten Offering, and the sole or lead managing Underwriter, as the case
may be, of such Underwritten Offering shall advise the Company in writing (with
a copy to each Holder requesting registration) on or before the date five days
prior to the date then scheduled for such offering that, in its opinion, the
amount of Registrable Securities requested to be included in such Demand
Registration exceeds the number which can be sold in such offering within a
price range acceptable to the Initiating Holder (such writing to state the
approximate number of Registrable Securities which may be included in such
offering), and the Request is not thereafter withdrawn, the Company shall
include in such Demand Registration, to the extent of the number which the
Company is so advised may be included in such offering, the Registrable
Securities requested to be included in the Demand Registration by the Holders
allocated pro rata in proportion to the number of Registrable Securities
requested to be included in such Demand Registration by each of them. In the
event the Company shall not, by virtue of this Section 2.1(b), include in any
Demand Registration all of the Registrable Securities of any Holder requested to
be included in such Demand Registration, such Holder may, upon written notice to
the Company given within five days of the time such Holder first is notified of
such matter, further reduce the amount of Registrable Securities it desires to
have included in such Demand Registration, whereupon only the Registrable
Securities, if any, that it desires to have included will be so included and the
Holders not so reducing shall be entitled to a corresponding pro rata increase
in the amount of Registrable Securities to be included in such Demand
Registration.


                                      -8-
<PAGE>

         (c) Limitations on Registrations. The rights of Holders of Registrable
Securities to request Demand Registrations pursuant to Section 2.1(a) are
subject to the limitation that in no event shall the Company be required to
effect more than (i) three Demand Registrations requested by each of CPLP and
SSC (or its beneficial owners), (ii) five Demand Registrations requested by all
CPLP Initial Holders in the aggregate (with no CPLP Initial Holder other than
CPLP having the right to request more than two Demand Registrations) or (iii)
five Demand Registrations requested by all SSC Initial Holders in the aggregate
(with no SSC Initial Holder other than SSC (or its beneficial owners) having the
right to request more than two Demand Registrations), as the Initiating Holder;
provided, however, that such number shall be increased to the extent the Company
(x) does not include in what would otherwise be such registration, for which the
Company is required to pay Registration Expenses, the number of Registrable
Securities requested to be registered by the Holders by reason of Section 2.1(b)
or (y) terminates a Shelf Registration pursuant to Section 2.3 prior to the
earlier of the time that all Registrable Securities covered by such Shelf
Registration have been sold or one year following the effectiveness of such
Shelf Registration. The Holders of the Registrable Securities may only make one
Demand Registration per 180 days. In order to effect a Demand Registration, the
Holder seeking such Demand Registration must seek to register at least a number
of Common Shares with a Current Market Price of $5,000,000, or such lesser
number which is all of the Registrable Securities held by such Holder.


         (d) Underwriting; Selection of Underwriters. Notwithstanding anything
to the contrary contained in Section 2.1(a), if the Initiating Holder who
requested registration in the Request so elects, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a firm commitment Underwritten Offering and such Initiating Holder may
require that all Persons (including other Holders) participating in such
registration sell their Registrable Securities to the Underwriters at the same
price and on the same terms of underwriting applicable to the Initiating Holder.
If any Demand Registration involves an Underwritten Offering, the sole or
managing Underwriters and any additional investment bankers and managers to be
used in connection with such registration shall be selected by the Company,
subject to the approval of the Initiating Holder who requested such registration
in the Request (such approval not to be unreasonably withheld).

         (e) Effective Registration Statement; Suspension. A Demand Registration
Statement shall not be deemed to have become effective (and the related
registration will not be deemed to have been effected) (i) unless it has been
declared effective by the SEC and remains effective in compliance with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Demand Registration Statement for the
shorter of (i) one year for a Shelf Registration or 90 days for any other
Registration Statement or (ii) the time period specified in Section 4.1(b), (ii)
if the offering of any Registrable Securities pursuant to such Demand
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, or
(iii) if, in the case of an Underwritten Offering, the conditions to closing
specified in an underwriting agreement to which the Company is a party are not
satisfied (other than by the sole reason of any breach or failure by the Holders
of Registrable Securities) and are not otherwise waived.

         (f) Registration of Other Securities. Whenever the Company shall effect
a Demand Registration, no securities other than the Registrable Securities shall
be covered by such registration unless each Initial Holder of the Registration
shall have consented in writing to the


                                      -9-
<PAGE>
inclusion of such other securities; provided, however, that the number of shares
of Registrable Securities to be registered by the Holders shall not be reduced
pursuant to Section 2.1(b) unless all other securities are first entirely
excluded from the underwriting.

         (g) Registration Statement Form. Registrations under this Section 2.1
shall be on such appropriate registration form of the SEC (i) as shall be
reasonably selected by the Company, and (ii) which shall be available for the
sale of Registrable Securities in accordance with the intended method or methods
of disposition specified in the requests for registration.

         2.2 Incidental Registration.

         (a) Right to Include Registrable Securities. After the occurrence and
consummation of a Qualifying IPO, if the Company at any time or from time to
time proposes to register any of its securities under the Securities Act (other
than in a registration on Form S-4 or S-8 or any successor form to such forms
and other than pursuant to Section 2.1 or 2.3 and other than in connection with
a Qualifying IPO) whether or not pursuant to registration rights granted to
other holders of its securities and whether or not for sale for its own account,
the Company shall deliver prompt written notice (which notice shall be given at
least five Business Days prior to filing with the SEC such proposed
registration) to all Holders of Registrable Securities of its intention to
undertake such registration, describing in reasonable detail the proposed
registration and distribution (including the anticipated range of the proposed
offering price, the class and number of securities proposed to be registered and
the distribution arrangements) and of such Holders' right to participate in such
registration under this Section 2.2 as hereinafter provided. Subject to the
other provisions of this paragraph (a) and Section 2.2(b), upon the written
request of any Holder made within five Business Days after the receipt of such
written notice (which request shall specify the amount of Registrable Securities
to be registered and the intended method of disposition thereof), the Company
shall effect the registration under the Securities Act of all Registrable
Securities requested by Holders to be so registered (an "Incidental
Registration"), to the extent requisite to permit the disposition (in accordance
with the intended methods thereof as aforesaid) of the Registrable Securities so
to be registered, by inclusion of such Registrable Securities in the
Registration Statement which covers the securities which the Company proposes to
register and shall cause such Registration Statement to become and remain
effective with respect to such Registrable Securities in accordance with the
registration procedures set forth in Section 4. If an Incidental Registration
involves an Underwritten Offering, immediately upon notification to the Company
from the Underwriter of the price at which such securities are to be sold, the
Company shall so advise each participating Holder. If such price is 15% (or
$1.50 per share, whichever is less) less than the Current Market Price of the
Registrable Securities on the date that a Holder delivered its notice requesting
inclusion in an Incidental Registration, such Holder may, at any time prior to
the effective date of the Incidental Registration Statement (and for any
reason), revoke such request by delivering written notice to the Company
revoking such requested inclusion.

         If at any time after giving written notice of its intention to register
any securities and prior to the effective date of the Incidental Registration
Statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to each Holder of Registrable Securities and, thereupon, (A) in
the case of a


                                      -10-
<PAGE>
determination not to register, the Company shall be relieved of its obligation
to register any Registrable Securities in connection with such registration (but
not from its obligation to pay the Registration Expenses incurred in connection
therewith), without prejudice, however, to the rights of Holders to cause such
registration to be effected as a registration under Section 2.1 and (B) in the
case of a determination to delay such registration, the Company shall be
permitted to delay the registration of such Registrable Securities for the same
period as the delay in registering such other securities; provided, however,
that if such delay shall extend beyond 120 days from the date the Company
received a request to include Registrable Securities in such Incidental
Registration, then the Company shall again give all Holders the opportunity to
participate therein and shall follow the notification procedures set forth in
the preceding paragraph. There is no limitation on the number of such Incidental
Registrations pursuant to this Section 2.2 which the Company is obligated to
effect; provided, however, that the Company shall not be obligated to include
any shares requested by a Holder unless the number of shares requested by such
Holder has a Current Market Price of at least $5,000,000, or is all of the
Registrable Securities held by a Holder.

         The registration rights granted pursuant to the provisions of this
Section 2.2 shall be in addition to the registration rights granted pursuant to
the other provisions of Section 2 hereof.

         (b) Priority in Incidental Registration. If an Incidental Registration
involves an Underwritten Offering (on a firm commitment basis), and the sole or
the lead managing Underwriter, as the case may be, of such Underwritten Offering
shall advise the Company in writing (with a copy to each Holder requesting
registration) on or before the date five days prior to the date then scheduled
for such offering that, in its opinion, the amount of securities (including
Registrable Securities) requested to be included in such registration exceeds
the amount which can be sold in such offering without materially interfering
with the successful marketing of the securities being offered (such writing to
state the approximate number of such securities which may be included in such
offering without such effect), the Company shall include in such registration,
to the extent of the number which the Company is so advised may be included in
such offering without such effect, (i) in the case of a registration initiated
by the Company, (A) first, the securities that the Company proposes to register
for its own account, and (B) second, on a pro rata basis, in proportion to the
number of securities requested to be included in such registration, the
Registrable Securities requested to be included in such registration by the
Holders and securities of the Company requested to be included by the holders of
other securities of the Company to be registered on behalf of any other Person,
and (ii) in the case of a registration initiated by any Persons other than the
Company, (A) first, the securities of the Company requested to be included in
such registration by any Persons initiating such registration, and (B) second,
on a pro rata basis, in proportion to the number of securities requested to be
included in such registration, the Registrable Securities requested to be
included in such registration by the Holders, the securities requested to be
included in such registration by any other Persons and the securities that the
Company proposes to register for its own account; provided, however, that in the
event the Company will not, by virtue of this Section 2.2(b), include in any
such registration all of the Registrable Securities of any Holder requested to
be included in such registration, such Holder may, upon written notice to the
Company given within three days of the time such Holder first is notified of
such matter, reduce the amount of Registrable Securities it desires to have
included in such registration, whereupon only the


                                      -11-
<PAGE>
Registrable Securities, if any, it desires to have included will be so included
and the Holders not so reducing shall be entitled to a corresponding pro rata
increase in the amount of Registrable Securities to be included in such
registration.

         (c) Selection of Underwriters. If any Incidental Registration involves
an Underwritten Offering, the sole or managing Underwriter(s) and any additional
investment bankers and managers to be used in connection with such registration
shall be selected by the Company in its sole discretion; provided, however, that
if the registration was initiated by Parent, Parent shall have the right to
select the sole or managing Underwriter(s) and any additional investment bankers
and managers to be used in connection with such registration, which managing
Underwriter (s), bankers and managers shall be reasonably satisfactory to the
Company.

      2.3 Shelf Registration.

         (a) Shelf Registration. If a request made pursuant to Section 2.1 is
for a Shelf Registration, the Company shall use its reasonable best efforts to
keep the Shelf Registration continuously effective through the date on which all
of the Registrable Securities covered by such Shelf Registration may be sold
pursuant to Rule 144(k) under the Securities Act (or any successor provision
having similar effect); provided, however, that prior to the termination of such
Shelf Registration, the Company shall first furnish to each Holder of
Registrable Securities participating in such Shelf Registration (i) an opinion,
in form and substance reasonably satisfactory to each Initial Holder of the
Registration, of counsel for the Company satisfactory to each Initial Holder of
the Registration (it being agreed that Simpson Thacher & Bartlett LLP is
satisfactory) stating that such Registrable Securities are freely saleable
pursuant to Rule 144(k) under the Securities Act (or any successor provision
having similar effect) or (ii) a "No-Action Letter" from the staff of the SEC
stating that the SEC would not recommend enforcement action if the Registrable
Securities included in such Shelf Registration were sold in a public sale other
than pursuant to an effective registration statement.

         2.4 Underwritten Offerings.

         (a) Demand Underwritten Offerings. If requested by the sole or lead
managing Underwriter and the Initial Holders of the Registration for any
Underwritten Offering effected pursuant to a Demand Registration, the Company
shall enter into a customary underwriting agreement with the Underwriters for
such offering to contain such representations and warranties by the Company and
the Initial Holders of the Registration and such other terms as are generally
prevailing in agreements of that type, including, without limitation,
indemnification and contribution to the effect and to the extent provided in
Section 5.

         (b) Holders of Registrable Securities to be Parties to Underwriting
Agreement. The Holders of Registrable Securities to be distributed by
Underwriters in an Underwritten Offering contemplated by Section 2 shall be
parties to the underwriting agreement between the Company and such Underwriters
and may, at such Holders' option, require that any or all of the representations
and warranties by, and the other agreements on the part of, the Company to and
for the benefit of such Underwriters shall also be made to and for the benefit
of such Holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such Underwriters under such underwriting
agreement be conditions precedent to the


                                      -12-
<PAGE>
obligations of such Holders of Registrable Securities; provided, however, that
the Company shall not be required to make any representations or warranties with
respect to written information specifically provided by a selling Holder for
inclusion in the Registration Statement. No Holder shall be required to make any
representations or warranties to, or agreements with, the Company or (in the
case of an Incidental Registration) the Underwriters other than representations,
warranties or agreements regarding such Holder, such Holder's Registrable
Securities and such Holder's intended method of disposition.

         (c) Participation in Underwritten Registration. Notwithstanding
anything herein to the contrary, no Person may participate in any underwritten
registration hereunder unless such Person (i) agrees to sell its securities on
the same terms and conditions provided in any underwritten arrangements approved
by the Persons entitled hereunder to approve such arrangement and (ii)
accurately completes and executes in a timely manner all questionnaires, powers
of attorney, indemnities, custody agreements, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.

         2.5 Expenses. The Company shall pay all Registration Expenses in
connection with any Demand Registration, Incidental Registration or Shelf
Registration whether or not such registration shall become effective and whether
or not all Registrable Securities originally requested to be included in such
registration are withdrawn or otherwise ultimately not included in such
registration, except as otherwise provided with respect to a Withdrawn Request
and a Withdrawn Demand Registration in Section 2.1(a).

         3. HOLDBACK ARRANGEMENTS

         3.1 Restrictions on Sale by Holders of Registrable Securities. Subject
to the Lock-Up Agreement described below, each Holder of Registrable Securities
agrees, by acquisition of such Registrable Securities, if timely requested in
writing by the sole or lead managing Underwriter, not to make any short sale of,
loan, grant any option for the purchase of or effect any public sale or
distribution, including a sale pursuant to Rule 144 (or any successor provision
having similar effect) under the Securities Act of any Registrable Securities
(except as part of such registration), during the seven days prior to, and
during the time period reasonably requested by the sole or lead managing
Underwriter (or the closing date for any Underwritten Offering sold pursuant to
a Shelf Registration), not to exceed 90 days, beginning on the effective date of
the applicable registration statement, unless the sole or lead Managing
Underwriter in such Underwritten Offering otherwise agrees; provided, that the
Company, each officer and director of the Company and each other holder of 5% or
more of the equity securities (or any security convertible into or exchangeable
or exercisable for any of its equity securities) of the Company so agree. Each
Holder also agrees (the "Lock-Up Agreement") that it will not sell any
Registrable Securities until the date that is 180 days after the closing date of
a Qualifying IPO.

         3.2 Restrictions on Sale by the Company and Others. The Company agrees
that if timely requested in writing by the sole or lead managing Underwriter in
an Underwritten Offering of any Registrable Securities, not to make any short
sale of, loan, grant any option for the purchase of or effect any public sale or
distribution of any of the Company's equity


                                      -13-
<PAGE>
securities (or any security convertible into or exchangeable or exercisable for
any of the Company's equity securities) during the seven days prior to, and
during the time period reasonably requested by the sole or lead managing
Underwriter not to exceed 90 days, beginning on the effective date of the
applicable registration statement (except as part of such underwritten
registration or pursuant to registrations on Forms S-4 or S-8 or any successor
form to such forms), unless the sole or lead Managing Underwriter in such
Underwritten Offering otherwise agrees. The Company will use its reasonable best
efforts to cause each director and officer of the Company and each holder of 5%
or more of the equity securities (or any security convertible into or
exchangeable or exercisable for any of its equity securities) of the Company to
so agree.

         4. REGISTRATION PROCEDURES.

         4.1 Obligations of the Company. Whenever the Company is required to
effect the registration of Registrable Securities under the Securities Act
pursuant to Section 2 of this Agreement, the Company shall, as expeditiously as
possible:

         (a) prepare and file with the SEC (promptly, and in any event within 45
days after receipt of a request to register Registrable Securities) the
requisite Registration Statement to effect such registration, which Registration
Statement shall comply as to form in all material respects with the requirements
of the applicable form and include all financial statements required by the SEC
to be filed therewith, and the Company shall use its reasonable best efforts to
cause such Registration Statement to become effective (promptly, and in any
event within 60 days of the initial filing of the Registration Statement with
the SEC) (provided, however, that the Company may discontinue any registration
of its securities that are not Registrable Securities, and, under the
circumstances specified in Section 2.2, its securities that are Registrable
Securities); and provided further, that before filing a Registration Statement
or Prospectus or any amendments or supplements thereto, or comparable statements
under securities or blue sky laws of any jurisdiction, the Company shall (i)
provide Holders' Counsel and any other Inspector with an adequate and
appropriate opportunity to participate in the preparation of such Registration
Statement and each Prospectus included therein (and each amendment or supplement
thereto or comparable statement) to be filed with the SEC, which documents shall
be subject to the review and comment of Holders' Counsel, and (ii) not file any
such Registration Statement or Prospectus (or amendment or supplement thereto or
comparable statement) with the SEC to which Holder's Counsel, any selling Holder
or any other Inspector shall have reasonably objected on the grounds that such
filing does not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;

         (b) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the Prospectus used in connection therewith as
may be necessary (i) to keep such Registration Statement effective, and (ii) to
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by such Registration Statement, in each
case until such time as all of such Registrable Securities have been disposed of
in accordance with the intended methods of disposition by the seller(s) thereof
set forth in such Registration Statement or, if shorter, during the time period
required by this Agreement;

         (c) furnish, without charge, to each selling Holder of such Registrable
Securities and each Underwriter, if any, of the securities covered by such
Registration Statement,


                                      -14-
<PAGE>
such number of copies of such Registration Statement, each amendment and
supplement thereto (in each case including all exhibits), and the Prospectus
included in such Registration Statement (including each preliminary Prospectus)
in conformity with the requirements of the Securities Act, and other documents,
as such selling Holder and Underwriter may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
owned by such selling Holder (the Company hereby consenting to the use in
accordance with applicable law of each such Registration Statement (or amendment
or post-effective amendment thereto) and each such Prospectus (or preliminary
prospectus or supplement thereto) by each such selling Holder of Registrable
Securities and the Underwriters, if any, in connection with the offering and
sale of the Registrable Securities covered by such Registration Statement or
Prospectus);

         (d) prior to any public offering of Registrable Securities, use its
reasonable best efforts to register or qualify all Registrable Securities and
other securities covered by such Registration Statement under such other
securities or blue sky laws of such jurisdictions as any selling Holder of
Registrable Securities covered by such Registration Statement or the sole or
lead managing Underwriter, if any, may reasonably request to enable such selling
Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such selling Holder and to continue such registration or
qualification in effect in each such jurisdiction for as long as such
Registration Statement remains in effect (including through new filings or
amendments or renewals), and do any and all other acts and things which may be
necessary or advisable to enable any such selling Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
selling Holder;

         (e) use its reasonable best efforts to obtain all other approvals,
consents, exemptions or authorizations from such governmental agencies or
authorities as may be necessary to enable the selling Holders of such
Registrable Securities to consummate the disposition of such Registrable
Securities;

         (f) notify Holders' Counsel, each Holder of Registrable Securities
covered by such Registration Statement and the sole or lead managing
Underwriter, if any: (i) when the Registration Statement, any pre-effective
amendment, the Prospectus or any prospectus supplement related thereto or
post-effective amendment to the Registration Statement has been filed and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC or any state
securities or blue sky authority for amendments or supplements to the
Registration Statement or the Prospectus related thereto or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation or threat of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the securities or blue sky laws of any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
existence of any fact of which the Company becomes aware or the happening of any
event which results in (A) the Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to be
stated therein or necessary to make any statements therein not misleading, or
(B) the Prospectus included in such Registration Statement containing an untrue
statement of a material fact or omitting to state a material fact required to be
stated therein or necessary to make any statements therein, in the light of the
circumstances under which they were made, not misleading, (vi) if at any time
the representations and warranties


                                      -15-
<PAGE>
contained in any underwriting agreement in respect of such offering cease to be
true and correct in all material respects, and (vii) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate or that there exists circumstances not yet disclosed to the
public which make further sales under such Registration Statement inadvisable
pending such disclosure and post-effective amendment; and, if the notification
relates to an event described in any of the clauses (ii) through (vii) of this
Section 4.1(f), the Company shall promptly prepare a supplement or
post-effective amendment to such Registration Statement or related Prospectus or
any document incorporated therein by reference or file any other required
document so that (1) such Registration Statement shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(2) as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, such Prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein in the light of the circumstances
under which they were made not misleading (and shall furnish to each such Holder
and each Underwriter, if any, a reasonable number of copies of such Prospectus
so supplemented or amended); and if the notification relates to an event
described in clause (iii) of this Section 4.1(f), the Company shall take all
reasonable action required to prevent the entry of such stop order or to remove
it if entered;

         (g) make available for inspection by any selling Holder of Registrable
Securities, any sole or lead managing Underwriter participating in any
disposition pursuant to such Registration Statement, Holders' Counsel and any
attorney, accountant or other agent retained by any such seller or any
Underwriter (each, an "Inspector" and, collectively, the "Inspectors"), all
financial and other records, pertinent corporate documents and properties of the
Company and any subsidiaries thereof as may be in existence at such time
relevant to the Offering (collectively, the "Records") as shall be necessary, in
the reasonable opinion of such Holders' and such Underwriters' respective
counsel, to enable them to exercise their due diligence responsibility and to
conduct a reasonable investigation within the meaning of the Securities Act, and
cause the Company's and any subsidiaries' officers, directors and employees, and
the independent public accountants of the Company, to supply all information
reasonably requested by any such Inspectors in connection with such Registration
Statement;

         (h) obtain an opinion from the Company's counsel and a "cold comfort"
letter from the Company's independent public accountants who have certified the
Company's financial statements included or incorporated by reference in such
Registration Statement, in each case dated the effective date of such
Registration Statement (and if such registration involves an Underwritten
Offering, dated the date of the closing under the underwriting agreement), in
customary form and covering such matters as are customarily covered by such
opinions and "cold comfort" letters delivered to underwriters in underwritten
public offerings, which opinion and letter shall be in customary form, and
furnish to each Holder participating in the offering and to each Underwriter, if
any, a copy of such opinion and letter addressed to such Holder (in the case of
the opinion) and Underwriter (in the case of the opinion and the "cold comfort"
letter);

         (i) provide a CUSIP number for all Registrable Securities and provide
and cause to be maintained a transfer agent and registrar for all such
Registrable Securities covered by such Registration Statement not later than the
effectiveness of such Registration Statement;


                                      -16-
<PAGE>
         (j) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC and any other governmental agency or
authority having jurisdiction over the offering, and make available to its
security holders, as soon as reasonably practicable but no later than 90 days
after the end of any 12-month period, an earnings statement (i) commencing at
the end of any month in which Registrable Securities are sold to Underwriters in
an Underwritten Offering and (ii) commencing with the first day of the Company's
calendar month next succeeding each sale of Registrable Securities after the
effective date of a Registration Statement, which statement shall cover such
12-month periods, in a manner which satisfies the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;

         (k) if so requested by an Initial Holder of the Registration, use its
reasonable best efforts to cause all such Registrable Securities to be duly
included for quotation on the national securities exchange on which the
Company's similar securities are then listed, if applicable, or if securities of
the Company are not at the time listed on any national securities exchange (or
if the listing of Registrable Securities is not permitted under the rules of
each national securities exchange on which the Company's securities are then
listed), on a national securities exchange to which it meets the listing
requirements designated by the Initial Holders of the Registration;

         (l) enter into and perform customary agreements (including, if
applicable, an underwriting agreement in customary form) and provide officers'
certificates and other customary closing documents;

         (m) reasonably cooperate with each selling Holder of Registrable
Securities and each Underwriter participating in the disposition of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the NYSE and make reasonably available its
employees and personnel and otherwise provide reasonable assistance to the
Underwriters (taking into account the needs of the Company's businesses and the
requirements of the marketing process) in the marketing of Registrable
Securities in any Underwritten Offering;

         (n) cooperate with the selling Holders of Registrable Securities and
the sole or lead managing Underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing any restrictive legends
representing the Registrable Securities to be sold, and cause such Registrable
Securities to be issued in such denominations and registered in such names in
accordance with the underwriting agreement prior to any sale of Registrable
Securities to the Underwriters or, if not an Underwritten Offering, in
accordance with the instructions of the selling Holders of Registrable
Securities at least three business days prior to any sale of Registrable
Securities;

         (o) keep each selling Holder of Registrable Securities advised in
writing as to the initiation and progress of any registration under Section 2
hereunder;

         (p) furnish to each Holder participating in the offering and the sole
or lead managing Underwriter, if any, without charge, at least one
manually-signed copy of the Registration Statement and any post-effective
amendments thereto, including financial


                                      -17-
<PAGE>
statements and schedules, all documents incorporated therein by reference and
all exhibits (including those deemed to be incorporated by reference);

         (q) if requested by the sole or lead managing Underwriter or any
selling Holder of Registrable Securities, immediately incorporate in a
prospectus supplement or post-effective amendment such information concerning
such Holder of Registrable Securities, the Underwriters or the intended method
of distribution as the sole or lead managing Underwriter or the selling Holder
of Registrable Securities reasonably requests to be included therein and as is
appropriate in the reasonable judgment of the Company, including, without
limitation, information with respect to the number of shares of the Registrable
Securities being sold to the Underwriters, the purchase price being paid
therefor by such Underwriters and with respect to any other terms of the
Underwritten Offering of the Registrable Securities to be sold in such offering;
make all required filings of such Prospectus supplement or post-effective
amendment as soon as notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; and supplement or make
amendments to any Registration Statement if requested by the sole or lead
managing Underwriter of such Registrable Securities; and

         (r) use its reasonable best efforts to take all other steps necessary
to expedite or facilitate the registration and disposition of the Registrable
Securities contemplated hereby.

         4.2 Seller Information. The Company may require each selling Holder of
Registrable Securities as to which any registration is being effected to furnish
to the Company such information regarding such seller and the disposition of
such securities as the Company may from time to time reasonably request in
writing; provided, however, that such information shall be used only in
connection with such Registration. If any Registration Statement or comparable
statement under "blue sky" laws refers to any Holder by name or otherwise as the
Holder of any securities of the Company, then such Holder shall have the right
to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder and the Company, to the effect that the
holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company, and
(ii) in the event that such reference to such Holder by name or otherwise is not
in the judgment of the Company, as advised by counsel, required by the
Securities Act or any similar federal statute or any state "blue sky" or
securities law then in force, the deletion of the reference to such Holder.

         4.3 Notice to Discontinue. Each Holder of Registrable Securities agrees
by acquisition of such Registrable Securities that, (i) upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 4.1(f)(ii) through 4.1(f)(v), such Holder shall forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 4.1(f) and, if
so directed by the Company, such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Registrable Securities which
is current at the time of receipt of such notice. If the Company shall give any
such notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement (including,


                                      -18-
<PAGE>
without limitation, the period referred to in Section 4.1(b)) by the number of
days during the period from and including the date of the giving of such notice
pursuant to Section 4.1(f) to and including the date when the Holder shall have
received the copies of the supplemented or amended prospectus contemplated by
and meeting the requirements of Section 4.1(f).

         5. INDEMNIFICATION; CONTRIBUTION.

         5.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder of
Registrable Securities, its officers, directors, partners, members,
shareholders, employees, Affiliates, advisers, attorneys and agents
(collectively, "Agents") and each Person who controls such Holder (within the
meaning of the Securities Act) and its Agents with respect to each registration
which has been effected pursuant to this Agreement, against any and all losses,
claims, damages or liabilities, joint or several, actions or proceedings
(whether commenced or threatened) in respect thereof, and expenses (as incurred
or suffered and including, but not limited to, any and all expenses incurred in
investigating, preparing or defending any litigation or proceeding, whether
commenced or threatened, and the reasonable fees, disbursements and other
charges of legal counsel) in respect thereof (collectively, "Claims"), insofar
as such Claims arise out of or are based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus (including any preliminary, final or summary prospectus and any
amendment or supplement thereto) related to any such registration or any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, or any qualification or
compliance incident thereto; provided, however, that the Company will not be
liable in any such case to the extent that any such Claims arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
or omission or alleged omission of a material fact so made in reliance upon and
in conformity with written information furnished to the Company in an instrument
duly executed by such Holder specifically stating that it was expressly for use
therein. The Company shall enter into an agreement with any Underwriters of the
Registrable Securities to provide for customary indemnification of any such
Underwriter, their Agents and each Person who controls any such Underwriter
(within the meaning of the Securities Act). Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of any
Person who may be entitled to indemnification pursuant to this Section 5 and
shall survive the transfer of securities by such Holder or Underwriter.

         5.2 Indemnification by Holders. Each Holder, if Registrable Securities
held by it are included in the securities as to which a registration is being
effected, agrees to, severally and not jointly, indemnify and hold harmless, to
the fullest extent permitted by law, the Company, its directors and officers,
each other Person who participates as an Underwriter in the offering or sale of
such securities and its Agents and each Person who controls the Company against
any and all Claims, insofar as such Claims arise out of or are based upon any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to such
registration, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not


                                      -19-
<PAGE>
misleading, to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company in an
instrument duly executed by such Holder specifically stating that it was
expressly for use therein; provided, however, that the aggregate amount which
any such Holder shall be required to pay pursuant to this Section 5.2 shall in
no event be greater than the amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities pursuant to the Registration
Statement giving rise to such Claims less all amounts previously paid by such
Holder with respect to any such Claims.

         5.3 Conduct of Indemnification Proceedings. Promptly after receipt by
an indemnified party of notice of any Claim or the commencement of any action or
proceeding involving a Claim under this Section 5, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party
pursuant to Section 5, (i) notify the indemnifying party in writing of the Claim
or the commencement of such action or proceeding; provided, however, that the
failure of any indemnified party to provide such notice shall not relieve the
indemnifying party of its obligations under this Section 5, except to the extent
the indemnifying party is materially and actually prejudiced thereby and shall
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 5, and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any indemnified
party shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (A) the indemnifying party has agreed
in writing to pay such fees and expenses, (B) the indemnifying party shall have
failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such indemnified party within 20 days after receiving notice
from such indemnified party that the indemnified party believes it has failed to
do so, (C) in the reasonable judgment of any such indemnified party, based upon
advice of counsel, a conflict of interest shall exist between such indemnified
party and the indemnifying party with respect to such claims; it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to no more than one firm of local
counsel) at any time for all such indemnified parties or (D) such indemnified
party is a defendant in an action or proceeding which is also brought against
the indemnifying party and reasonably shall have concluded that there may be one
or more legal defenses available to such indemnified party which are not
available to the indemnifying party. No indemnifying party shall be liable for
any settlement of any such claim or action effected without its written consent,
which consent shall not be unreasonably withheld. No indemnifying party shall,
without the consent of the indemnified party, which consent shall not be
unreasonably withheld, consent to entry of any judgment or enter into any
settlement or compromise of any pending or threatened claim or action in respect
of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such claim or action),
unless such settlement, (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim, (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party, and (3) does not provide for any
action on the part of any party other than the payment of money damages which is
to be paid in full by or on behalf of the indemnifying party.


                                      -20-
<PAGE>
         5.4 Contribution. If the indemnification provided for in Section 5.1 or
5.2 from the indemnifying party for any reason is unavailable to (other than by
reason of exceptions provided therein), or is insufficient to hold harmless an
indemnified party hereunder in respect of any Claim, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the actions which resulted in such Claim, as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative faults but also the relative benefits of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5.4 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by a party as a result of any Claim referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth in Section 5.3, any legal or other fees, costs or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. Notwithstanding anything in this Section 5.4 to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this
Section 5.4 to contribute any amount in excess of the net proceeds received by
such indemnifying party from the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such Claims, less all amounts
previously paid by such indemnifying party with respect to such Claims. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         5.5 Other Indemnification . Indemnification similar to that specified
in the preceding Sections 5.1 and 5.2 (with appropriate modifications) shall be
given by the Company and each selling Holder of Registrable Securities with
respect to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority, other than
the Securities Act. The indemnity agreements contained herein shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract.

         5.6 Indemnification Payments. The indemnification and contribution
required by this Section 5 shall be made by periodic payments of the amount
thereof during the course of any investigation or defense, as and when bills are
received or any expense, loss, damage or liability is incurred.


                                      -21-
<PAGE>
         6. GENERAL.

         6.1 Adjustments Affecting Registrable Securities. The Company agrees
that it shall not effect or permit to occur any combination or subdivision of
shares which would adversely affect the ability of the Holder of any Registrable
Securities to include such Registrable Securities in any registration
contemplated by this Agreement or the marketability of such Registrable
Securities in any such registration.

         6.2 Registration Rights to Others. Other than the Master Separation
Agreement with Parent, the Company is not currently party to any agreement with
respect to its securities granting any registration rights to any Person. If the
Company shall at any time hereafter provide to any Affiliate of the Company
rights with respect to the registration of such securities under the Securities
Act, (i) such rights shall not be in conflict with or adversely affect any of
the rights provided in this Agreement to the Holders and (ii) if such rights are
provided on terms or conditions more favorable to such holder than the terms and
conditions provided in this Agreement, the Company shall provide (by way of
amendment to this Agreement or otherwise) such more favorable terms or
conditions to the Holders.

         6.3 Availability of Information; Rule 144; Other Exemptions. At any
time during which the Company is not subject to the reporting requirements of
the Exchange Act, the Company shall, at any time and from time to time, upon the
request of any Holder of Registrable Securities or upon the request of any
Person designated by such Holder as a prospective purchaser of any Registrable
Securities, furnish in writing to such Holder or such prospective purchaser, as
the case may be, a statement as of a date not earlier than 12 months prior to
the date of such request of the nature of the business of the Company and the
products and services it offers and copies of the Company's most recent balance
sheet and profit and loss and retained earnings statements, together with
similar financial statements for such part of the two preceding fiscal years as
the Company shall have been in operation, all such financial statements to be
audited to the extent audited statements are reasonable available, provided,
that, in any event the most recent financial statements so furnished shall
include a balance sheet as of a date less than 16 months prior to the date of
such request, statements of profit and loss and retained earnings for the 12
months preceding the date of such balance sheet, and, if such balance sheet is
not as of a date less than 6 months prior to the date of such request,
additional statements of profit and loss and retained earnings for the period
from the date of such balance sheet to a date less than 6 months prior to the
date of such request. During any time during which the Company is not subject to
the reporting requirements of the Exchange Act and as long as any Registrable
Securities are outstanding, the Warrants have not yet expired or the Conversion
Warrants have not yet expired, the Company shall deliver to the Holders all
information as may be reasonably requested by the Holders to permit the Holders
to sell such securities pursuant to Rule 144 without registration. The Company
will use its best efforts to take such steps as are necessary to allow the
Company to become, and remain, eligible to register securities on Form S-3 (or
any comparable form adopted by the SEC) for resale purposes, and to make
publicly available and available to the Holder of Registrable Securities to make
sales of Registrable Securities pursuant to such rules.

         The Company covenants that it will use its reasonable best efforts to
timely file any reports required to be filed by it under the Securities Act or
the Exchange Act (including, but


                                      -22-
<PAGE>
not limited to, the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c) of Rule 144 under the Securities Act), and that
it shall take such further action as any Holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, or (ii) any other
rule or regulation now existing or hereafter adopted by the SEC. The Company
will furnish to any Holder of Registrable Securities, upon request made by such
Holder at any time, a written statement signed by the Company, addressed to such
Holder, as to whether the Company has complied with the current public
information requirements of Rule 144 or Rule 144A. The Company will, at the
request of any Holder of Registrable Securities (upon receipt from such Holder
of a certificate certifying (i) that such Holder has held such Registrable
Securities for a period of not less than one (1) year, and (ii) that such Holder
has not been an affiliate (as defined in Rule 144) of the Company for more than
the ninety (90) preceding days), remove from the stock certificates representing
such Registrable Securities that portion of any restrictive legend which relates
to the registration provisions of the Securities Act.

         6.4 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified, supplemented or
terminated, and waivers or consents to departures from the provisions hereof may
not be given, without the written consent of the Company and each Initial
Holder; provided, however, that no such amendment, modification, supplement,
waiver or consent to departure shall reduce the aforesaid percentage of
Registrable Securities without the written consent of all of the Holders of
Registrable Securities; and provided further, that nothing herein shall prohibit
any amendment, modification, supplement, termination, waiver or consent to
departure the effect of which is limited only to those Holders who have agreed
to such amendment, modification, supplement, termination, waiver or consent to
departure.

         6.5 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, telecopier, any
courier guaranteeing overnight delivery or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to the applicable
party at the address set forth below or such other address as may hereafter be
designated in writing by such party to the other parties in accordance with the
provisions of this Section:

If to the Company:                    DSW Inc.
                                      4150 5th Avenue
                                      Columbus, OH  43219

                                      Attn: Douglas J. Probst
                                      Chief  Financial Officer
                                      Fax No. (614) 238-4133

with copies to:                       Retail Ventures, Inc.
                                      3241 Westerville Road
                                      Columbus, OH  43224


                                      -23-
<PAGE>
                                      Attn:    Julia A. Davis
                                      General Counsel
                                      Fax No.  (614) 337-4682

If to the Initial Holders:            Cerberus Partners, L.P.
                                      299 Park Avenue
                                      Floors 21-23
                                      New York, NY 10171
                                      Attn: Lenard Tessler
                                      Fax No. (212) 755-3009


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

                                      Schottenstein Stores Corporation
                                      1800 Moler Road
                                      Columbus, OH 43207
                                      Attn: Irwin A. Bain
                                      Fax No. (614) 443-0972


with copies to:                       Wachtell, Lipton, Rosen & Katz
                                      51 West 52nd Street
                                      New York, New York 10019
                                      Attn:  [___________]
                                      Fax No. (212) 403-2000

                                      If to any subsequent Holder, to the
                                      address of such Person set forth in the
                                      records of the Company.

         All such notices and communications 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.

         6.6 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, successors
and permitted assigns (including any permitted transferee of the Warrants,
Conversion Warrants or Registrable Securities). Any Holder may assign to any
permitted (as determined under the Warrants, the Conversion Warrants and Loan
Agreement) transferee of its Warrants, Conversion Warrants or


                                      -24-
<PAGE>
Registrable Securities (other than a transferee that acquires such Registrable
Securities in a registered public offering or pursuant to a sale under Rule 144
of the Securities Act (or any successor rule)), its rights and obligations under
this Agreement; provided, however, if any permitted transferee shall take and
hold the Warrants, Conversion Warrants or Registrable Securities, such
transferee shall promptly notify the Company and by taking and holding such
Registrable Securities such permitted transferee shall automatically be entitled
to receive the benefits of and be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement as if it
were a party hereto (and shall, for all purposes, be deemed a Holder under this
Agreement). If the Company shall so request, any heir, successor or permitted
assign (including any permitted transferee) wishing to avail itself of the
benefits of this Agreement shall agree in writing to acquire and hold the
Registrable Securities subject to all of the terms hereof. For purposes of this
Agreement, "successor" for any entity other than a natural person shall mean a
successor to such entity as a result of such entity's merger, consolidation,
sale of substantially all of its assets, or similar transaction. Except as
provided above or otherwise permitted by this Agreement, neither this Agreement
nor any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by any Holder or by the Company without the consent
of the other parties hereto.

         6.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts, taken together, shall constitute
one and the same instrument.

         6.8 Descriptive Headings, Etc. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
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 Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.

         6.9 Severability. In the event that any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

         6.10 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THE VALIDITY OF THIS
AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE
RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
RELATED


                                      -25-
<PAGE>
HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

         THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE COMPANY AND THE
INITIAL HOLDERS WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT
EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO
VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
6.10. NOTHING HEREIN CONTAINED SHALL BE DEEMED TO AFFECT THE RIGHT OF ANY PARTY
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION TO ENFORCE
JUDGMENTS OBTAINED IN ANY ACTION, SUIT OR PROCEEDING BROUGHT PURSUANT TO THIS
SECTION.

         THE COMPANY AND THE INITIAL HOLDERS HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. THE COMPANY AND THE INITIAL HOLDERS REPRESENT THAT EACH HAS
REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

         6.11 Remedies; Specific Performance. The parties hereto acknowledge
that money damages would not be an adequate remedy at law if any party fails to
perform in any material respect any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court specified in Section 6.10 hereof, and if any action
should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is an adequate
remedy at law. Except as otherwise provided by law, a delay or omission by a
party 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.

         6.12 Entire Agreement. This Agreement, the Loan Agreement, the Warrants
and the Conversion Warrants and any agreements among the parties expressly
referenced herein or therein (collectively, the "Other Agreements") are intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and


                                      -26-
<PAGE>
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings relating to such subject matter, other than those set
forth or referred to herein or in the Other Agreements. This Agreement and the
Other Agreements supersede all prior agreements and understandings between the
Company and the other parties to this Agreement with respect to such subject
matter.

         6.13 Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

         6.14 Construction. The Company and the Initial Holders acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by the Company and the
Holders.

         6.15 No Inconsistent Agreement. The Company will not hereafter enter
into any agreement which is inconsistent with the rights granted to the Holders
in this Agreement.

         6.16 Costs and Attorneys' Fees. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Agreement, the
Company and the Initial Holders agree 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.

         6.17 Nominees for Beneficial Owners . In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Registrable
Securities.


                                      -27-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

COMPANY:                                    HOLDERS:


DSW INC.                                    CERBERUS PARTNERS, L.P.




By:_____________________                    By:________________________
   Name:                                       Name:
   Title:                                      Title:


                                            SCHOTTENSTEIN STORES CORPORATION


                                            By:________________________
                                               Name:
                                               Title:


                                            BACK BAY CAPITAL FUNDING LLC


                                            By:________________________
                                               Name:
                                               Title:
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.   DEFINITIONS..........................................................    1

2.   REGISTRATION UNDER THE SECURITIES ACT................................    7

      2.1   Demand Registration...........................................    7
      2.2   Incidental Registration.......................................   10
      2.3   Shelf Registration............................................   12
      2.4   Underwritten Offerings........................................   12
      2.5   Expenses......................................................   13

3.   HOLDBACK ARRANGEMENTS................................................   13

      3.1   Restrictions on Sale by Holders of Registrable Securities.....   13
      3.2   Restrictions on Sale by the Company and Others................   13

4.   REGISTRATION PROCEDURES..............................................   14

      4.1   Obligations of the Company....................................   14
      4.2   Seller Information............................................   18
      4.3   Notice to Discontinue.........................................   18

5.   INDEMNIFICATION; CONTRIBUTION........................................   19


      5.1   Indemnification by the Company................................   19
      5.2   Indemnification by Holders....................................   19
      5.3   Conduct of Indemnification Proceedings........................   20
      5.4   Contribution..................................................   21
      5.5   Other Indemnification.........................................   21
      5.6   Indemnification Payments......................................   22


6.   GENERAL..............................................................   22


      6.1   Adjustments Affecting Registrable Securities..................   22
      6.2   Registration Rights to Others.................................   22
      6.3   Availability of Information; Rule 144; Other Exemptions.......   22
      6.4   Amendments and Waivers........................................   23
      6.5   Notices.......................................................   23
      6.6   Successors and Assigns........................................   25
      6.7   Counterparts..................................................   25
      6.8   Descriptive Headings, Etc.....................................   25
      6.9   Severability..................................................   25
      6.10   Choice of Law and Venue; Jury Trial Waiver...................   26
      6.11   Remedies; Specific Performance...............................   26
      6.12   Entire Agreement.............................................   27
      6.13   Further Assurances...........................................   27
      6.14   Construction.................................................   27
      6.15   No Inconsistent Agreement....................................   27
      6.16   Costs and Attorneys' Fees....................................   27
      6.17   Nominees for Beneficial Owners...............................   27



                                      -i-
