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Exhibit 10.86
 
 
 
 
 SARS Equity Award Agreement
  GRANTS:   Stock Appreciation Rights (SARs)
 SARs Grant:
    
    SARsSARs Grant Date:SARs Grant Price:
    

$ (the average of High and Low price on , , 2007)SARs Grant Life:
    
    10 yearsSARs Grant Vesting Period:
    
    Subject to the applicable terms of the Retail Ventures, Inc. 2000 Stock Incentive Plan (Stock
Incentive Plan or Plan) and this equity agreement
[vesting conditions].Governing Documents:
    
    The SARs are subject to each of the following documents:1. The Stock Incentive Plan;2. Your Employment Agreement with Retail Ventures, Inc.,
effective ; and3. This SARs Equity Award Agreement.SAR Rights and Exercise Provisions:
    
    The grant of SARs entitles you only to the right to receive
cash under the terms described in this Notice and does not entitle to you to receive any
shares of Company common stock. You are not entitled to vote or to receive any dividends
associated with any shares of Company stock upon which the SARs are based. The Company will
adjust your SARs to reflect the effect of any corporate event within Section 4.3 of the Stock
Incentive Plan. When any SARs vest, at or after that time you may exercise the
SARS on any day on which the Companys stock can be traded by you,
and by using the same or a similar mechanism by which Company
associates exercise stock options. The Companys Insider Trading
Policy applies to any exercise of your SARS. Income tax rules
apply to SARs, which is discussed in the Plans Prospectus which
you should read carefully. Pursuant to such exercise you
will be compensated by the Company in the amount of the gain, if
any, represented by the difference between the stock closing price
on the New York Stock Exchange on the date of the exercise and the
strike price per share, less any applicable withholding taxes or
amounts. (For example, if you have 10,000 vested SARs, the price
is $9.50 a share at the time of the exercise, and the approval
price was $5.00, you would be due $45,000 from the Company, less
applicable withholdings). The Company will meet its withholding
obligation in the manner described in Sections 11.9 and 11.10 of
the Stock Incentive Plan. Such exercise of your SARS must be
recorded on a Form 4 filed with the SEC within two (2) business
days of the exercise. Also, Section 409A of the Internal Revenue
Code imposes a 20 percent excise tax on the payment of any
severance compensation to certain Company officers if that payment
is made within six months of the officers employment termination
date. If this tax would apply to the redemption of your SARs, if
you so request to avoid having this tax imposed on you, or if
necessary for the Company to avoid penalties payable by the
Company, the Company will defer payment of the redemption amount
by six months.
 Governing Law.
 Conditions to Receiving This Award Agreement:




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Non-Competition th
 Non-Solicitation of Employees [1] [2] [3]
 Non-Solicitation of Third Parties
 Beneficiary Designation:
 Your Acknowledgment of Award Conditions
 
 Retail Ventures, Inc.
3241 Westerville Rd.
Columbus, OH 43224
Attn.:
  
    
    A copy of the Plan has been made available to me;
    
    I have received a copy of the Plans Prospectus;
    
    I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;
    
    I will consent (in my own behalf and in behalf of my Beneficiaries and without any
further consideration) to any change to my Award or this Award Agreement to avoid paying
penalties under Section 409A of the Internal Revenue Code, even if those changes affect
the terms of my Award and reduce its value or potential value;
    
    I agree that all decisions of the Plan Committee upon any questions arising under the
Plan are binding, conclusive and final.
 (signature)Date signed: