AMENDMENT NO. 1 TO AMENDED AND RESTATED SHARED SERVICES AGREEMENT

Exhibit 10.2

Execution Copy

AMENDMENT NO. 1
TO
AMENDED AND RESTATED SHARED SERVICES AGREEMENT

     This Amendment No. 1 to Amended and Restated Shared Services Agreement (this “Amendment”) is made and entered into as of March 17, 2008, by and between DSW Inc., an Ohio corporation (“DSW”), and Retail Ventures, Inc., an Ohio corporation (“Retail Ventures”).

Recitals

      WHEREAS , DSW and Retail Ventures entered into an Amended and Restated Shared Services Agreement, dated as of October 29, 2006, relating to their arrangement concerning certain shared services (the “Shared Services Agreement”);

      WHEREAS, Retail Ventures has sold its entire membership interest in Value City Department Stores LLC, an Ohio limited liability company (“Value City”);

      WHEREAS , Retail Ventures, Retail Ventures Services, Inc., an Ohio corporation (“RVSI”) and wholly owned subsidiary of Retail Ventures, Filenes Basement, Inc., a Delaware corporation (“FB”) and wholly owned subsidiary of Retail Ventures (Retail Ventures, RVSI and FB are collectively referred to as the “RVI Entities”), and DSW have entered into a certain Transfer and Assignment Agreement, dated as of March 17, 2008, pursuant to which the RVI Entities transferred certain assets and contracts related to certain shared services including General Corporate and Financial Services and Human Resources Services (the “Transfer and Assignment Agreement”); and

      WHEREAS , the parties desire to amend the Shared Services Agreement as hereinafter set forth.

      NOW, THEREFORE , in consideration of the mutual covenants and agreements described in this Amendment, the parties hereby agree as follows:

Agreement

     “General Corporate, Financial and Human Resources Services” means those services referenced on Schedule II that were provided by or on behalf of Retail Ventures before the GCFHR Services Transfer Date and will be provided by DSW after the GCFHR Services Transfer Date.

     “GCFHR Services Transfer Date” shall mean the date that is mutually agreed upon by the Parties for transfer of responsibility for performance of General Corporate, Financial and Human Resources Services from Retail Ventures to DSW.

“Tax Separation Agreement” means the Tax Separation Agreement attached as Exhibit A to the Master Separation Agreement, as such Tax Separation Agreement may be amended from time to time by mutual agreement of the parties.

     (a) Subject to the terms and conditions of this Agreement and in consideration of the DSW Service Costs described below, DSW agrees to provide to the applicable Retail Ventures Entities, or to procure the provision to such entities of, and Retail Ventures agrees to purchase from DSW, the DSW Services. Unless otherwise specifically agreed by Retail Ventures and DSW, (i) the DSW Services (other than the Information Technology Services and the General Corporate, Financial and Human Resources Services ) shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, the Retail Ventures Entities by DSW and/or its Subsidiaries prior to the Offering Date, (ii) the Information Technology Services shall be, at a minimum, substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, the Retail Ventures Entities by Retail Ventures and/or its Subsidiaries prior to the Information Technology Services Transfer Date and (iii) the General Corporate, Financial and Human Resources Services shall be, at a minimum, substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, the Retail Ventures Entities by Retail Ventures and/or its Subsidiaries prior to the GCFHR Services Transfer Date.

     SECTION 3.02. Customary Billing. The costs of Services as to which the Customary Billing method applies shall be equal to the costs customarily charged and/or allocated by one Party and/or one or more of its Subsidiaries or Departments (the “Billing Party”) to the other Party and/or one or more of its Subsidiaries or Departments (the “Receiving Party”) immediately prior to the Information Technology Services Transfer Date or the GCFHR Services Transfer Date, as applicable (it being understood that from and after the Information Technology Services Transfer Date or the GCFHR Services Transfer Date, as applicable, such costs may be increased by the Billing Party in a manner

consistent with the manner in which such costs were increased from time to time prior to the Information Technology Services Transfer Date or the GCFHR Services Transfer Date, as applicable, and consistent with the semi-annual reconciliation described in Section 8.01).

(a) Except as otherwise provided in a Schedule to this Agreement or to the extent that Retail Ventures and DSW may mutually agree, each Billing Party shall invoice or notify the Chief Executive Officer or Chief Financial Officer of the Receiving Party on a monthly basis (not later than the tenth day of each month), in a manner substantially similar to and consistent with the billing practices used in connection with services provided by Retail Ventures to the DSW Entities prior to the Offering Date and, as applicable, the Information Technology Services Transfer Date or the GCFHR Services Transfer Date (except as otherwise agreed), of the Service Costs related to services performed or procured by the Billing Party during the prior calendar month. As used herein, “Service Costs” means the Retail Ventures Service Costs, if Retail Ventures is the Billing Party, and the DSW Service Costs, if DSW is the Billing Party. In connection with the invoicing described in this Section 3.06(a), the Billing Party shall provide to the Receiving Party the same billing data and level of detail as customarily or similar to that provided to the Receiving Party prior to the Offering Date and, as applicable, the Information Technology Services Transfer Date or the GCFHR Services Transfer Date and such other related data as may be reasonably requested by the Receiving Party.

(i) General Standard of Service. Except as otherwise agreed to in writing by the Parties or as described in this Agreement, and provided that a Party is not restricted by contract with third parties or by applicable law, the Parties agree that (i) the nature, quality, and standard of care applicable to the delivery of the Services hereunder (other than the Information Technology Services and the General Corporate, Financial and Human Resources Services ) shall be substantially the same as or consistent with that applicable to the similar services provided by a Party to the other Party prior to the Offering Date, (ii) the nature, quality, and standard of care applicable to the delivery of the Information Technology Services hereunder shall be, at a minimum, substantially the same as or consistent with that applicable to the similar services provided by or on behalf of Retail Ventures prior to the Information Technology Services Transfer Date, and (iii) the nature, quality, and standard of care applicable to the delivery of the General Corporate, Financial and Human Resources Services shall be, at a

minimum, substantially the same as or consistent with that applicable to the similar services provided by or on behalf of Retail Ventures prior to the GCFHR Services Transfer Date . Retail Ventures shall use its reasonable efforts to ensure that the nature and quality of Services provided to DSW associates under Retail Ventures Plans, either by Retail Ventures directly or through administrators under contract, shall be undifferentiated as compared with the same services provided to or on behalf of Retail Ventures associates under Retail Ventures Plans.