RETAIL VENTURES, INC. COMMON STOCK PURCHASE WARRANT No. W-10

Exhibit 4.13

RETAIL VENTURES, INC.

COMMON STOCK PURCHASE WARRANT No. W-10            January 23, 2008

Warrant to Purchase
150,000 Shares of RVI Common Stock
(subject to adjustment as set forth herein)

RETAIL VENTURES, INC., an Ohio corporation (the “ Company ”), for value received, hereby certifies that VCHI Acquisition Co., a Delaware corporation (the “ Holder ”), is entitled to purchase from the Company that number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, no par value per share, of the Company (the “ Common Stock ”) equal to the Common Stock Exercise Amount (as defined below), at a purchase price equal to the Common Stock Purchase Price (as defined below), at any time or from time to time but prior to 5:00 P.M., New York City time, on July 23, 2009 (the “ Expiration Date ”), all subject to the terms, conditions and adjustments set forth below in this Warrant (this “ Warrant ”); provided , that the purchase price per share of Common Stock hereunder shall not in any event be less than the par value of such Common Stock.

1. DEFINITIONS. As used herein, unless the context otherwise requires, the following terms shall have the meanings indicated:

     “ Additional Shares of Common Stock ” shall mean all shares (including treasury shares) of Common Stock issued or sold (or, pursuant to Section 3.2(b) or 3.5(b), deemed to be issued) by the Company after January 23, 2008, whether or not subsequently reacquired or retired by the Company, other than (a) up to 5,000,000 shares of Common Stock that are issued to Persons other than affiliates of the Company, including (i) shares of Common Stock or options exercisable therefor, issued or to be issued under the Company’s 2000 Stock Option Plan as in effect on January 23, 2008 or under any other employee stock option or purchase plan or plans, or pursuant to compensatory or incentive agreements, for officers, employees or consultants of the Company or any of its subsidiaries, in each case adopted or assumed after such date by the Company’s Board of Directors; provided in each case that the exercise or purchase price for any such share shall not be less than 95% of the fair market value (determined in good faith by the Company’s Board of Directors) of the Common Stock on the date of the grant, and such additional number of shares as may become issuable pursuant to the terms of any such plans by

reason of adjustments required pursuant to antidilution provisions applicable to such securities in order to reflect any subdivision or combination of Common Stock, by reclassification or otherwise, or any dividend on Common Stock payable in Common Stock, (ii) shares of restricted stock issued by the Company to executive officers of the Company, and (iii) shares of Common Stock issued by the Company as charitable gifts; and provided, however, that all options that are issued and expire unexercised because the vesting requirements thereof are not satisfied shall not be included in the issued shares pursuant to this clause (a);

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

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

     “ Aggregate Purchase Price ” shall have the meaning assigned to it in Section 2.1(a).

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

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

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

     “ Common Stock ” shall have the meaning assigned to it in the introduction to this Warrant, such term to include any stock into which such Common Stock shall have been changed or any stock resulting from any reclassification of such Common Stock, and all other stock of any class or classes (however designated) of the Company the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference.

     “ Common Stock Exercise Amount ” shall initially mean the Initial Common Stock Exercise Amount, as the same may be adjusted and readjusted pursuant to Section 3 hereof; and

shall be reduced upon each exercise of this Warrant by such number of shares of Common Stock for which this Warrant is then being exercised.

     “ Common Stock Purchase Price ” shall mean initially $10.00 per share, subject to adjustment and readjustment from time to time as provided in Section 3, and, as so adjusted or readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by Section 3.

     “ Company ” shall have the meaning assigned to it in the introduction to this Warrant, such term to include any corporation or other entity which shall succeed to or assume the obligations of the Company hereunder in compliance with Section 4.

     “ Conversion Warrants ” means those certain warrants issued as of July 5, 2005 to SSC and CPLP pursuant to the Second Amended and Restated Senior Loan Agreement, dated as of July 5, 2005, by and among the Company, CPLP and SSC.

     “ Convertible Securities ” shall mean any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

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

     “ Current Market Price ” shall mean, with respect to a security, on any date specified herein, the average of the daily Market Price of such security during the ten (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.

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

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

     “ Fair Value ” shall mean, on any date specified herein (i) in the case of cash, the dollar amount thereof, (ii) in the case of a security, the Current Market Price, and (iii) in all other cases, the fair value thereof (as of a date which is within twenty (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, Schottenstein Stores Corporation or the Holder; provided, however, that at the reasonable request of the Holder, the

Fair Value shall be determined in good faith by an independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within ten (10) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and provided, further, that the Company shall pay all of the reasonable fees and expenses of any third parties incurred in connection with determining the Fair Value.

     “ Financing Agreement ” shall mean that certain Financing Agreement, dated as of June 11, 2002, among the Company, certain Affiliates of the Company, CPLP and SSC, as subsequently amended and modified through the date hereof.

     “ FINRA ” shall mean the Financial Industry Regulatory Authority, Inc.

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

     “ Initial Common Stock Exercise Amount ” means 150,000 shares.

     “ 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 FINRA, 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 FINRA’s 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 twenty (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, Schottenstein Stores Corporation or the Holder; provided , however , that at the request of the Holder, the Market Price shall be determined in good faith by an independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within ten (10) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules, and provided , further , that the Holder shall pay all of the fees and expenses of any third parties incurred in connection with determining the Market Price.

     “ New Issuance Price ” shall have the meaning assigned to it in Section 3.2(a).

     “ Options ” shall mean any rights, options or warrants to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities of the Company.

     “ Other Securities ” shall mean any stock (other than Common Stock) and other securities of the Company or any other Person which the holders of shares of Common Stock of the Company at any time shall be entitled to receive, or shall have received, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4.

     “ 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.

     “ Restricted Securities ” shall mean (i) any shares of Common Stock (or Other Securities) issued or issuable upon the exercise of this Warrant, which shares are (or, upon issuance, will be) evidenced by a certificate or certificates bearing the applicable legend set forth in Section 10.1, and (ii) any shares of Common Stock (or Other Securities) issued subsequent to the exercise of this Warrant as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of Common Stock (or Other Securities) into a greater number of shares by reclassification, stock splits or otherwise, or in exchange for or in replacement of the Common Stock (or Other Securities) issued upon such exercise, which are evidenced by a certificate or certificates bearing the applicable legend set forth in Section 10.1.

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

     “ SSC ” shall mean Schottenstein Stores Corporation.

     “ Term Loan Warrants ” shall mean all warrants initially issued pursuant to the Financing Agreement.

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

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

2. EXERCISE OF WARRANT.

2.1 Manner of Exercise; Payment of the Purchase Price .

     (a) This Warrant may be exercised by the Holder, in whole or in part, at any time or from time to time prior to the Expiration Date, by surrendering to the Company at its principal office this Warrant, with the form of Election to Purchase Shares attached hereto as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder and accompanied by payment of the Common Stock Purchase Price for the number of shares of Common Stock specified in such form (the “ Aggregate Purchase Price ”). Any partial exercise of this Warrant shall be for a whole number of Warrant Shares only.

     (b) Payment of the Aggregate Purchase Price may be made as follows (or by any combination of the following): (i) in United States currency by cash or delivery of a certified check or bank draft payable to the order of the Company or by wire transfer to the Company, (ii) by cancellation of such number of Warrant Shares otherwise issuable to the Holder upon such exercise as shall be specified for cancellation in such Election to Purchase Shares, such that the excess of the aggregate Current Market Price of such specified number and type of shares on the date of exercise over the portion of the Aggregate Purchase Price attributable to such shares shall equal the Aggregate Purchase Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such excess amount shall be deemed to have been paid to the Company and the number of shares issuable upon such exercise shall be reduced by such number specified for cancellation, or (iii) by surrender to the Company for cancellation certificates representing shares of Common Stock owned of record by the Holder having a Current Market Price on the date of Warrant exercise equal to the Aggregate Purchase Price.

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

2.3 Delivery of Stock Certificates, etc.; Charges, Taxes and Expenses .

     (a) As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within two (2) Business Days thereafter, the Company shall cause to be issued, in the name of and delivered to the Holder hereof or, subject to Section 10, as the Holder may direct:

	(i)		a certificate or certificates for the number and type of Warrant Shares (or Other Securities) to which the Holder shall be entitled upon such exercise, and any cash payment in lieu of any fractional shares, as provided in Section 12.5 hereof, and
	(ii)		in case such exercise is for less than all of the Warrant Shares purchasable under this Warrant, a new Warrant or Warrants of like tenor, for the balance of the Warrant Shares purchasable hereunder.

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

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

3.1 Adjustment of Number of Shares . Upon each adjustment of the Common Stock Purchase Price as a result of the calculations made in this Section 3, this Warrant shall thereafter evidence the right to receive, at the adjusted Common Stock Purchase Price, that number of shares of Common Stock (calculated to the nearest one-hundredth (.01) of a share) obtained by dividing (i) the product of the aggregate number of such shares covered by this Warrant immediately prior to such adjustment and the Common Stock Purchase Price in effect immediately prior to such adjustment of the Common Stock Purchase Price by (ii) the Common Stock Purchase Price in effect immediately after such adjustment of the Common Stock Purchase Price.

3.2 Adjustment of Purchase Price for New Issuances .

     (a)  Issuance of Additional Shares . If at any time or from time to time after the date hereof, the Company shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.2(b) and excluding shares issued pursuant to Section 3.3 and 3.4) without consideration or for a consideration per share less than the Common Stock Purchase Price in effect immediately prior to such issue or sale (the “ New Issuance Price ”), then, and in each such case, subject to Section 3.8, the Common Stock Purchase Price shall be reduced concurrently with such issue or sale, to the applicable New Issuance Price.

     (b)  Treatment of Options and Convertible Securities . Shares of Additional Shares of Common Stock shall be deemed issued if the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company entitled to receive, any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock) (whether or not the rights thereunder are immediately exercisable) for a consideration per share (determined pursuant to Section 3.6) that is less than the Common Stock Purchase Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Common Stock Purchase Price shall be made upon the subsequent issuance of shares of Common Stock upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

3.3 Extraordinary Dividends and Distributions . If the Company at any time or from time to time after the date hereof shall declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of other or additional stock or other securities or property or Options by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement) on the Common Stock other than (a) a dividend payable in shares of Common Stock subject to Section 3.4, or (b) a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles or (c) a deemed issuance of Additional Shares of Common Stock pursuant to Section 3.2(b), in each such case, subject to Section 3.8, adequate provision shall be made so that the Holder shall receive, upon Warrant exercise, a pro rata share of such dividend or other distribution based upon the maximum number of shares of Common Stock at the time issuable to the Holder (determined without regard to whether the Warrant is exercisable at such time). For the avoidance of doubt, dividends and distributions pursuant to this Section 3.3 with respect to Common Stock shall only be receivable upon exercise by a Holder of this Warrant for Common Stock (and only with respect to the number of shares of Common Stock for which this Warrant is exercised).

3.4 Treatment of Stock Dividends, Stock Splits, etc . In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of such shares (by reclassification or otherwise than by payment of a dividend in Common Stock), then, the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased and the Common Stock Purchase Price shall be proportionately decreased. In case the Company at any time or from time to time after the date hereof shall effect any combination or consolidation of the outstanding shares of Common Stock into a lesser number of such shares, then, the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately decreased and the Common Stock Purchase Price shall be proportionately increased. Any adjustment made under

this Section 3.4 shall become effective (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective. Comparable adjustments shall be made as nearly as possible upon such events in the manner so provided and applied to determine the amount of Other Securities from time to time receivable upon the exercise of the Warrants, to the extent applicable.

3.5 Adjustment of Purchase Price for Other Issuances .

     (a)  Issuance of Additional Shares . If at any time or from time to time after the date hereof, the Company shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.5(b)) for a consideration per share less than the Current Market Price thereof but greater than the Common Stock Purchase Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Common Stock Purchase Price shall be reduced concurrently with such issue or sale, to a price (calculated to the nearest one-hundredth (.01) of a cent) determined by multiplying such Common Stock Purchase Price by a fraction (x) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (ii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Current Market Price thereof, and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale; provided that, for the purposes of this Section 3.5, (I) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.5(b), such additional shares shall be deemed to be outstanding, and (II) treasury shares shall not be deemed to be outstanding.

     (b) Treatment of Options and Convertible Securities . In case the Company at any time or from time to time after the date hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company entitled to receive, any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock) (whether or not the rights thereunder are immediately exercisable) and the consideration per share (determined pursuant to Section 3.6) of the shares issuable upon the exercise of such Options or, in the case of Convertible Securities and the Options therefor, the conversion or exchange of such Convertible Securities would be less than the Current Market Price thereof but greater than the applicable Common Stock Purchase Price in