0000950123-05-007119 Sample Contracts

BACKGROUND
Supply Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
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BETWEEN
Master Separation Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
EMPLOYMENT AGREEMENT BETWEEN DSW INC. AND PETER Z. HORVATH
Employment Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
BETWEEN DSW INC. AND
Employment Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
EXCHANGE AGREEMENT
Exchange Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio

This EXCHANGE AGREEMENT, dated as of ___, 2005 (this “Agreement”), is made and entered into by and between Retail Ventures, Inc., an Ohio corporation (the “Company”), and DSW Inc., an Ohio corporation (“DSW”). Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Master Separation Agreement between the Company and DSW, dated as of [ ], 2005 (the “ Separation Agreement”).

FORM OF TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT by and among RETAIL VENTURES, INC. AND ITS AFFILIATES and DSW INC. AND ITS AFFILIATES Dated
Tax Separation Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio

THIS TAX SEPARATION AGREEMENT (this “Agreement”) dated as of , 2005, by and among Retail Ventures, Inc., an Ohio corporation (“RVI”), each RVI Affiliate (as defined below), DSW Inc., an Ohio corporation and currently an indirect, wholly-owned subsidiary of RVI (“DSW”), and each DSW Affiliate (as defined below) is entered into in connection with the IPO (as defined below).

CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio

This Confidential Settlement Agreement and Mutual Release, hereinafter referred to as the “Agreement,” is entered into as of this day of March, 2005, by and between RETAIL VENTURES, INC. and VALUE CITY DEPARTMENT STORES, LLC, successor by merger to Value City Department Stores, Inc., (“collectively the Company”), and EDWIN J. KOZLOWSKI (“Kozlowski”).

SHARED SERVICES AGREEMENT
Shared Services Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio

This Shared Services Agreement is entered into to be effective as of January 30, 2005 by and between DSW Inc., an Ohio corporation (“DSW”), and Retail Ventures, Inc. an Ohio corporation (“Retail Ventures”). DSW and Retail Ventures are sometimes being referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.

CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores • Ohio

This Confidential Settlement Agreement and Mutual Release, hereinafter referred to as the “Agreement,” is entered into as of this ___day of March, 2005, by and between RETAIL VENTURES, INC. and VALUE CITY DEPARTMENT STORES, LLC, successor by merger to Value City Department Stores, Inc., (collectively “the Company”), and JOHN C. ROSSLER (“Rossler”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 7th, 2005 • DSW Inc. • Retail-shoe stores

This Agreement is made, this 8th day of January, 2001, between SHONAC CORPORATION, an Ohio corporation having its principal offices located at 1675 Watkins Road, Columbus, Ohio 43207 (“Assignor”) and DSW SHOE WAREHOUSE, INC., a Missouri corporation having its principal offices located at 1675 Watkins Road, Columbus, Ohio 43207 (“Assignee”).

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