EXHIBIT 4.1
WITHOUT PAR VALUE
NUMBER THIS CERTIFICATE IS [DSW INC. LOGO] CLASS A
[DSW GRAPHIC LOGO] TRANSFERABLE IN CLEVELAND, COMMON SHARES
OHIO
INCORPORATED UNDER THE SHARES
LAWS OF THE STATE OF OHIO
CUSIP 23334L 10 2
SEE REVERSE FOR
CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A
COMMON SHARES, WITHOUT PAR VALUE PER SHARE, OF DSW INC.
transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed.
This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
Witness the facsimile signatures of the Corporation's
duly authorized officers.
Dated:
/s/ [ILLEGIBLE]
COUNTERSIGNED AND REGISTERED: ---------------
NATIONAL CITY BANK CHAIRMAN
(Cleveland, Ohio) TRANSFER AGENT
AND REGISTRAR
BY /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
--------------- ---------------
AUTHORIZED SIGNATURE VICE CHAIRMAN TREASURER
The Corporation will furnish without charge within five days after receipt
of written request therefor to each shareholder who so requests a statement of
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT --____Custodian_____
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of the Class A Common Shares represented by the within Certificate, and
do hereby irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said Certificate on the books of the within named Corporation
with full power of substitution in the premises.
Dated__________________________________
_______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
___________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: MIKE PETERS: 931-490-1714
711 ARMSTRONG LANE PROOF OF JUNE 20, 2005
COLUMBIA, TENNESSEE 38401 DSW INC.
(931) 388-3003 TSB 20238 BACK
SALES: R. JOHNS 212-269-0339 X 13 OPERATOR: TERESA
/ ETHER 7 / LIVE JOBS / D / DSW/ 20238 BACK NEW
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: __________ OK AS IS
__________ OK WITH CHANGES __________ MAKE CHANGES AND SEND ANOTHER PROOF