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E-1
INDEX TO EXHIBITS
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail
Ventures, Inc. Incorporated by reference to Exhibit 2.1 to DSW's Form 8-K/A (file no. 1-32545) filed
February 25, 2011.
2.2 Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth Avenue LLC,
4300 Venture 34910 LLC, and 4300 Venture 6729 LLC. Incorporated by reference to Exhibit 2.1 to Form 8-
K (file no. 1-32545) filed November 1, 2012.
3.1 Amended and Restated Articles of Incorporation of DSW Inc. dated May 25, 2011. Incorporated by reference
to Exhibit 3.1 to DSW’s Form 8-K (file no. 001-32545) filed May 26, 2011.
3.2 Amended and Restated Code of Regulations of the registrant. Incorporated by reference to the same exhibit
to Form 10-K (file no. 1-32545) filed April 13, 2006.
4.1 Specimen Class A Common Shares certificate. Incorporated by reference to the same exhibit to Form 10-K
(file no. 1-32545) filed April 13, 2006.
10.1 Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores
Corporation. Incorporated by reference to Exhibit 10.6 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed
June 18, 2002.
10.1.1 Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Schottenstein
Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated
July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management
Company and DSW Inc. related thereto. Incorporated by reference to Exhibit 10.5 to Retail Ventures’ Form
8-K (file no. 1-10767) filed July 11, 2005.
10.2# Employment Agreement, dated March 4, 2005, between Deborah L. Ferrée and DSW Inc. Incorporated by
reference to the same Exhibit Number to DSW’s Form S-1 (Registration Statement No. 333-123289) filed
with the Securities and Exchange Commission on March 14, 2005 and amended on May 9, 2005, June 7,
2005, June 15, 2005 and June 29, 2005.
10.2.1# First Amendment to Employment Agreement, dated December 31, 2007, between Deborah L. Ferrée and
DSW Inc. Incorporated by reference to Exhibit 10.2.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.3# Employment Agreement, dated June 1, 2005, between Douglas J. Probst and DSW Inc. Incorporated by
reference to Exhibit 10.4 to DSW’s Form S-1 (Registration Statement No. 333-123289) filed with the
Securities and Exchange Commission on March 14, 2005 and amended on May 9, 2005, June 7, 2005, June
15, 2005 and June 29, 2005.
10.3.1# First Amendment to Employment Agreement, dated December 31, 2007, between Douglas J. Probst and
DSW Inc. Incorporated by reference to Exhibit 10.4.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.4# Employment Agreement, dated June 26, 2005, between Derek Ungless and DSW Inc. Incorporated by
reference to Exhibit 10.6 to Form 10-K (file no. 1-32545) filed April 13, 2006.
10.4.1# First Amendment to Employment Agreement, dated December 31, 2007, between Derek Ungless and DSW
Inc. Incorporated by reference to Exhibit 10.6.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.5# Summary of Director Compensation. Incorporated by reference to Exhibit 10.2 to DSW’s Form 10-Q (file
no. 1-32545) filed September 1, 2010.
10.6 $100,000,000 Revolving Credit Facility Credit Agreement, between DSW Inc. and DSW Shoe Warehouse,
Inc., as the Borrowers, and PNC Bank, National Association, as Administrative Agent, PNC Capital Markets
LLC, as Sole Book Runner and Sole Lead Arranger, Bank of America, N.A, as Syndication Agent and
Documentation Agent, and Fifth Third Bank and Wells Fargo Retail Finance, LLC as Managing Agents.
Incorporated by reference to Exhibit 10.11 to Form 10-K (file no. 1-32545) filed March 22, 2011.
10.6.1 First Amendment, dated August 10, 2011, to the $100,000,000 Revolving Credit Facility Credit Agreement,
between DSW Inc. and DSW Shoe Warehouse, Inc., as the Borrowers, and PNC Bank, National Association,
as Administrative Agent, PNC Capital Markets LLC, as Sole Book Runner and Sole Lead Arranger, Bank of
America, N.A, as Syndication Agent and Documentation Agent, and Fifth Third Bank and Wells Fargo Retail
Finance, LLC as Managing Agents. Incorporated by reference to Exhibit 10.6 to DSW’s Form 10-Q (file no.
1-32545) filed September 9, 2011.