##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended January 29, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-10767
 RETAIL VENTURES, INC.
  Ohio
    
    20-0090238(State or other jurisdiction of incorporation or 
organization)
    
    (I.R.S. Employer Identification No.)4150 E. Fifth Avenue, Columbus, Ohio
    
    43219(Address of principal executive offices)
    
    (Zip Code)
   Title of each class:
    
    Name of each exchange on which registered:Common Shares, without par value
    
    New York Stock ExchangePremium Income Exchangeable Securities
    
    None
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
 Form 10-K




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PagePART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    8ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS
    
    
    23ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
    
    
    27ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    32PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    36SIGNATURES
    
    
    37Exhibit 23Exhibit 31.1




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ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Positions with the Company,
    
    DirectorName
    
    
    Age
    
    
    Principal Occupations and Business Experience
    
    SinceJay L. Schottenstein
    
    
    56
    
    
    Mr. Schottenstein has served as our Chairman
of the Board of Directors since March 1992
and was Chief Executive Officer from April
1991 to July 1997 and from July 1999 to
December 2000. Mr. Schottenstein has been
Chairman of the Board of Directors of DSW
Inc. since March 2005 and from March 2005 to
April 2009 served as Chief Executive
Officer. Mr. Schottenstein has also been
Chairman of the Board of Directors of
American Eagle Outfitters, Inc. (NYSE: AEO)
and SSC since March 1992. He served as Vice
Chairman of SSC from 1986 until March 1992
and as a director of SSC since 1982. He
served in various executive capacities at
SSC since 1976. Mr. Schottenstein has been a
director of American Eagle Outfitters, Inc.
since 1992. Mr. Schottenstein also serves as
the manager of Schottenstein RVI, LLC and he
is a director and Chairman of SEI, Inc. Mr.
Schottensteins extensive experience as a
chairman and CEO of numerous companies
brings strong leadership skills to our
Board. He also has substantial institutional
knowledge regarding the Company, including
its operations and industries, due to his
longstanding service to the Board and
Company.
    
    
    1991Henry L. Aaron*
    
    
    77
    
    
    Mr. Aaron presently serves as Senior Vice
President of the Atlanta National League
Baseball Club, Inc., a professional sports
organization, as Chairman of 755 Restaurant
Corp., a quick service restaurant company,
and as a director of Medallion Financial
Corp., a specialty finance company, along
with a number of other private business
interests. Mr. Aaron has
substantial institutional knowledge
regarding the Company, including its
operations and industries, due to his
longstanding service to the Board.
    
    
    2000Ari Deshe
    
    
    60
    
    
    Mr. Desche has served as Chairman and Chief
Executive Officer of Safe Auto Insurance
Company, a property and casualty insurance
company since 1993. Mr. Deshe is a former
director of American Eagle Outfitters, Inc.
Mr. Deshe has extensive business, management
and risk management experience. He has
substantial institutional knowledge
regarding the Company, including its
operations and industries, due to his
longstanding service to the Board.
    
    
    1997
  1




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Positions with the Company,
    
    DirectorName
    
    
    Age
    
    
    Principal Occupations and Business Experience
    
    SinceJon P. Diamond
    
    
    53
    
    
    Mr. Diamond has served as Vice Chairman
since November 2004 and President and Chief
Operating Officer since 1996 of Safe Auto
Insurance Company. Mr. Diamond is a former
director of American Eagle Outfitters, Inc.
Mr. Diamond has a broad knowledge of
marketing and brand recognition. He has
substantial institutional knowledge
regarding the Company, including its
operations and industries, due to his
longstanding service to the Board.
    
    
    1991Elizabeth M.
Eveillard*
    
    
    64
    
    
    Ms. Eveillard has served as an independent
consultant since 2003. Ms. Eveillard served
as a Senior Managing Director and a
Consultant, Retailing and Apparel Group, of
Bear, Stearns & Co., Inc., an investment
banking company, from 2000 until 2003.
Prior to that time, Ms. Eveillard served as
the Managing Director, Head of Retailing
Industry Group, of PaineWebber Inc., a
financial services firm, from 1988 to 2000.
From 1972 to 1988, Ms. Eveillard held
various executive positions including
Managing Director in the Merchandising Group
with Lehman Brothers. Ms. Eveillard is also
a director of Birks & Mayors, Inc. and is a
former director of Tween Brands, Inc. Ms.
Eveillard has a strong understanding of
financial markets and significant investment
banking experience covering the retail
sector. She has substantial institutional
knowledge regarding the Company, including
its operations and industries, due to her
longstanding service to the Board.
    
    
    2001Lawrence J. Ring*
    
    
    62
    
    
    Mr. Ring has served as the Chancellor
Professor of Business Administration and
(2004) EMBA Alumni Distinguished Professor
of Executive Education, The Mason School of
Business, The College of William and Mary
(W&M) since 2001. From 1991 to 2000, he
served as Professor of Business
Administration at W&M, and from 1997 to
2002, Mr. Ring served as Faculty Coordinator
of Executive Programs at W&M. From 1988 to
1991 he was Associate Dean for Academic
Affairs at the Mason School and from 1985 to
1988 he was Director of the Executive MBA
Program at W&M. In addition, Mr. Ring has
also been an Adjunct Professor of Business
Administration, The School of Executive
Education, Babson College since 2000, and
from 1994 to 2002, he served as Adjunct
Assistant Professor, Department of Family
and Community Medicine, Eastern Virginia
Medical School. Professor Ring is also a
member of the Board of Directors of Mr.
Price Group, Ltd., Durban, South Africa. Mr.
Ring previously served as a member of the
International Advisory Board of Angus and
Coote Jewelers, Sydney, Australia from 2000
to 2007; and as a director of Bon Ton
Stores, York, Pa, Sportmart, Inc, Wheeling,
Il, C. Lloyd Johnson Company, Inc., Norfolk,
Virginia; and the Williamsburg Landing
Corporation. Mr. Ring has substantial
experience with global companies and the
understanding of building brands,
particularly in the retail industry. He has
substantial institutional knowledge
regarding the Company, including its
operations and industries, due to his
longstanding service to the Board.
    
    
    2005
  2




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Positions with the Company,
    
    DirectorName
    
    
    Age
    
    
    Principal Occupations and Business Experience
    
    SinceHarvey L.
Sonnenberg*
    
    
    69
    
    
    Mr. Sonnenberg was a partner in the
certified public accounting firm, Weiser,
LLP from 1994 to 2009, and currently serves
as a Senior Director to that firm. Mr.
Sonnenberg has been active in a number of
professional organizations, including the
American Institute of Certified Public
Accountants and the New York State Society
of Certified Public Accountants, and has
long been involved in rendering audit and
advisory services to the retail, apparel,
and consumer products industries. Mr.
Sonnenberg is a certified public accountant
and was the partner-in-charge of his firms
Sarbanes-Oxley and Corporate Governance
practice. Mr. Sonnenberg has been a director
of DSW Inc. since 2005. Mr. Sonnenbergs
strong accounting background, particularly
in the retail industry, brings accounting
and related financial management experience
to the Board. Also, he brings
valuable board governance experience and
substantial institutional knowledge
regarding the Company, including its
operations and industries, due to his
longstanding service to the Board.
    
    
    2001James L. Weisman*
    
    
    72
    
    
    Mr. Weisman has been President and a member
of Weisman Goldman Bowen & Grzywinski, LLP,
a Pittsburgh, Pennsylvania law firm since
1998 and its predecessor law firms since
1978. Mr. Weisman has been in the private
practice of law in Pittsburgh since 1963.
His primary areas of practice have been in
business transactions and reorganizations,
and overseeing, directing and participating
in civil litigation. Mr. Weisman has
extensive experience in working with retail
clients having prior to being elected to the
Board of RVI in 2001 provided legal services
to among other clients Value City Department
Stores, Inc., Schottenstein Stores
Corporation and American Eagle Outfitters,
Inc. With Mr. Weismans extensive legal
background, particularly in the retail
industry, he brings valuable board
governance experience and substantial
institutional knowledge regarding the
Company, including its operations and
industries, due to his longstanding service
to the Board.
    
    
    2001
 *
    
    Independent Directors under New York Stock Exchange (NYSE) listing standards.  3




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General
   Corporate Governance Principles
 www.retailventuresinc.com th
    4




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Director Independence
 www.retailventuresinc.com
 
  Boards Role in the Risk Management Process
    Nominating and Corporate Governance Committee
 www.retailventuresinc.com
  5




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Compensation Committee
  www.retailventuresinc.com
   6




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Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics and Corporate Governance Information
 www.retailventuresinc.com www.retailventuresinc.com
  7




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ITEM 11.
    
    EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview of the Compensation Committee of the Board
  Business Context for Compensation Decisions in Fiscal Year 2010
    8




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Historical and Current Components of Executive Compensation and the Design of NEO Compensation
Programs
 Primary Objective
    
    Influence Our Ability To:Pay competitively.
    
    Retain outstanding executives.Pay for performance.
    
    Motivate executives to achieve our business and strategic goals.Design compensation
programs that
support the
Companys businesses
with emphasis on
critical short-term
objectives and
retention as well as
incentives for
establishing
long-term
shareholder value.
    
    Establish goals that reflect long-term shareholder value.
   
    
    Base Salaries:Competitive base salaries have been established at or above
median to help balance overall total cash compensation due to the absence of an
automatic program of annual long-term equity grants for the two remaining NEOs. When
approving base salaries, the Committee considered many factors, including total
compensation, the scope of responsibilities, years of experience, the competitive
marketplace and the proven performance of the executive.
 
    
    Long-Term Equity and Equity-Related Incentives:To align the interests of
management with long-term shareholder interests, the Committee provides long-term
incentives to NEOs. The Committee administers the Companys equity incentive plans
and has the authority, in its discretion, to decide who will receive awards.
 The Company has a Second Amended and Restated 2000 Stock Incentive Plan (the 2000
Plan) that provides for the issuance of awards to purchase up to 13,000,000 common
shares to management, key employees of the Company and affiliates, consultants and
directors of the Company. The 2000 Plan was originally approved by shareholders on
August 29, 2001. The 2000 Plan provides for the issuance of stock options, SARs,
restricted stock, performance units and performance shares. Stock options granted to
NEOs and others generally vest 20% per year on a cumulative basis and remain
exercisable for a period of ten years from the date of grant. Unless provided
otherwise in the award agreements, all outstanding options granted under the Companys
equity incentive plans will become immediately exercisable in the event of a change in
control, as defined in the 2000 Plan.
 The Company has no requirement for NEOs to own RVI common shares. The Committee
believes that the long-term equity and equity-related incentives created for the NEOs
appropriately aligns their interests with those of the shareholders. The Company does
have an Insider Trading Policy that prohibits insider trading and requires Company
pre-clearance of trading in the common shares of the Company or the DSW Class A
Shares.
  9




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The Company does not have an ongoing, annual program of granting long-term equity or
equity-related incentives. Instead, long-term equity incentives are included in the
annual evaluation of
compensation, to determine if the Committees described compensation objectives for
NEOs are being met or require additional grants to achieve those objectives. In
addition, the Committee responds to requests by management for grants for purposes of
retention. The long-term equity incentives granted to NEOs are typically in the form
of stock options, standard or performance-based SARs, shares of restricted stock and
RSUs. The long-term equity incentives are designed to reward NEOs for increasing
long-term shareholder value, provide a competitive total compensation and to retain
the NEOs at the Company. With respect to stock options and SARs, the exercise price is
determined by the share price on the date of the grant. RSUs are granted to provide
an additional mix of equity value in a compensation package, and to enhance the
retention aspects of an NEOs total compensation. RSUs are not granted pursuant to
the 2000 Plan, although terms in the 2000 Plan that may be applicable to the RSUs are
applied to those RSUs. RSUs have no voting or dividend rights and can be exercised
only for cash. The Committee reviews the degree to which past awards have been earned
and retired, and considers future awards based on driving additional shareholder value
and providing fair compensation for future performance.
 The Committee provides grants of RSUs for the purpose of providing incentives for
executives to remain with the Company because these grants have intrinsic value from
the date of grant. The value of RSUs also increases with increases in stock price,
but RSUs are typically granted in much smaller amounts than SARs because of the total
value imparted in a grant of RSUs.
 Historically, the Company settled SARS in cash, primarily due to restrictions imposed
by the Companys credit facilities and other dilution considerations. Beginning in
fiscal year 2003, the Company issued SARs, subject to the applicable terms of the 2000
Plan. Some of these SARs are subject to an Option Price Protection Provision (OPPP)
and are awarded at the greater of market value or $4.50 per share and are subject to a
vesting schedule. The OPPP provides that the issuance of any options to replace the
SARs is contingent and entirely at the discretion of the Company. This was done
because stock options were not available to be awarded due to loan-related
restrictions on the issuance of stock options and other dilution considerations.
Currently, the Companys intention is to settle all future exercises of SARs granted
under the 2000 Plan in the form of common shares, unless prohibited by the
individuals award agreement. The OPPP does not apply once SARs are actually
exercised.
 Beginning in fiscal year 2004, the Company issued RSUs to several NEOs. The RSUs do
not have voting or dividend rights and may be settled only in cash. On the date of
vesting of any RSUs, the Company pays cash to the holder in an amount equal to the
fair market value, as defined in the Companys 2000 Plan, of a share of Company common
stock.
 DSW has a 2005 Equity Incentive Plan that provides for the issuance of options to
purchase up to 7,600,000 DSW Class A Shares or the issuance of stock units to
management, key employees of DSW and affiliates, consultants, and directors of DSW.
Stock options generally vest 20% per year on a cumulative basis and remain exercisable
for a period of ten years from the date of grant. The DSW Compensation Committee and
Board of Directors, which act independently of the Company, have historically granted
DSW stock options to some of the Companys NEOs based on their efforts in connection
with the DSW IPO and past and ongoing services performed for DSW.
  10




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Other forms of compensation:
 Benefits
  Perquisites
  Benchmarking Executive Compensation Competitiveness
  Agreements with Key Executives
 CEO and CFO Jim McGrady
   11




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General Counsel Julia Davis
    12




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Covenants Applicable to all Key Executives
  Fiscal Year 2010 NEO Compensation Decisions and Rationale
   No Increase to Fiscal 2010 Base Salaries
  Reinstating the Fiscal 2010 401(k) Company Matching Contribution
  Grant of Retention Equity Awards
    13




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Appropriateness of NEO Compensation Design and Outcomes
 
 Tax/Accounting Considerations
   14




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THE COMPENSATION COMMITTEE REPORT
  Respectfully submitted,Compensation CommitteeElizabeth M. Eveillard, ChairLawrence J. RingHarvey L. SonnenbergJames L. Weisman
  15




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SUMMARY COMPENSATION TABLE
 Non-EquityIncentiveStock
    
    
    Option
    
    
    Plan
    
    
    All OtherName and
    
    Fiscal
    
    
    Salary
    
    
    Bonus
    
    
    Award(s)
    
    
    Award(s)
    
    
    Compensation
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)Jay L. Schottenstein
    
    
    2010
    
    
    $
    750,000
    (3)
    
    $
    500,000
    (4)
    
    None
    
    
    $
    776,342
    (5)
    
    None
    
    
    $
    2,703
    
    
    $
    2,029,045Chairman
    
    
    2009
    
    
    $
    750,000
    (3)
    
    $
    250,000
    (4)
    
    None
    
    
    None
    
    
    None
    
    
    None
    
    
    $
    1,000,0002008
    
    
    $
    750,000
    (3)
    
    None
    
    
    None
    
    
    $
    537,321
    (5)
    
    None
    
    
    $
    1,082
    
    
    $
    1,288,403James A. McGrady
    
    
    2010
    
    
    $
    200,000
    
    
    None
    
    
    $
    443,000
    
    
    None
    
    
    None
    
    
    $
    146,847
    (7)
    
    $
    789,847Chief
Executive Officer,
    
    
    2009
    
    
    $
    200,000
    
    
    None
    
    
    None
    
    
    None
    
    
    None
    
    
    $
    141,567
    (7)
    
    $
    341,567President, Chief
Financial Officer
and Treasurer
    
    
    2008
    
    
    $
    328,462
    
    
    None
    
    
    None
    
    
    None
    
    
    $
    0
    (6)
    
    $
    430,107
    (7)
    
    $
    758,569Julia A. Davis
    
    
    2010
    
    
    $
    360,000
    
    
    None
    
    
    $
    177,200
    
    
    None
    
    
    None
    
    
    $
    144,871
    (9)
    
    $
    682,071Executive Vice
    
    
    2009
    
    
    $
    360,000
    
    
    None
    
    
    None
    
    
    None
    
    
    None
    
    
    $
    27,714
    
    
    $
    387,714President and
    
    
    2008
    
    
    $
    357,692
    
    
    None
    
    
    None
    
    
    None
    
    
    $
    0
    (8)
    
    $
    31,284
    
    
    $
    388,976General Counsel
and Secretary
 (1)
    
    Represents the grant date fair value for financial statement reporting purposes
with respect to fiscal years 2010, 2009 and 2008 for stock awards and option awards granted to
each of the NEOs, in 2010, 2009 and 2008, in accordance with ASC 718. For additional
information on the valuation assumptions, refer to Note 4, Stock Based Compensation, in the
Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the
year ended January 29, 2011 as filed with the SEC on March 28, 2011. See the Grants of
Plan-Based Awards Table for information on awards made in fiscal year 2010. These amounts
reflect an accounting cost of these awards and do not necessarily correspond to the actual
value that will be recognized by each of the NEOs.  16




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(2)
    
    The amounts shown in this column are comprised of the items set forth in the following table: LifeInsuranceCar

    
    
    Premiums/

    
    
    401(k)Fiscal
    
    

    Allowance/
    
    


    Executive
    
    
    Matching


    
    
    RetentionName
    
    Year
    

    
    Fuel Card

    
    



    Physicals
    
    
    Contributions

    
    

    Payments
    
    

    TotalJay L. Schottenstein

    
    
    2010
    



    
    
    
    

    
    
    
    

    
    $
    2,703
    



    
    
    
    

    
    $
    2,7032009
    



    
    
    
    

    
    
    
    

    
    None
    
    


    
    
    
    

    None2008
    



    
    
    
    



    
    
    
    

    
    $
    1,082
    



    
    
    
    

    
    $
    1,082James A. McGrady

    
    
    2010
    

    
    $
    19,575
    



    
    $
    626
    

    
    $
    6,646
    

    
    $
    120,000
    

    
    $
    146,8472009
    


    
    $
    20,445
    


    
    $
    384
    

    
    $
    738
    


    
    $
    120,000
    

    
    $
    141,5672008
    

    
    $
    20,890
    


    
    $
    536
    

    
    $
    8,681
    


    
    $
    400,000
    

    
    $
    430,107Julia A. Davis

    
    
    2010
    



    
    $
    19,575
    


    
    $
    865
    

    
    $
    4,431
    

    
    $
    120,000
    
    
    $
    144,8712009
    


    
    $
    25,915
    



    
    $
    691
    

    
    $
    1,108
    


    
    
    
    
    
    $
    27,7142008
    



    
    $
    20,880
    


    
    $
    604
    

    
    $
    9,800
    

    
    
    
    
    
    $
    31,284
 (3)
    
    Includes the amounts of $500,000, which represents the salary paid to Mr.
Schottenstein directly by DSW in fiscal year 2010, fiscal year 2009 and fiscal year 2008, for
service as DSWs Chief Executive Officer and Chairman.(4)
    
    Represents a bonus granted to Mr. Schottenstein by DSW for service as DSWs Chief
Executive Officer and chairman.(5)
    
    Represents option awards granted to Mr. Schottenstein by DSW for service as DSWs
Chief Executive Officer and chairman, which are exercisable for DSW Class A Shares.(6)
    
    Under the Companys annual incentive plan, Mr. McGrady earned a cash incentive award
of $20,036 for fiscal year 2008. However, Mr. McGrady declined receipt of the $20,036
incentive award for fiscal year 2008.(7)
    
    For fiscal years 2010, 2009 and 2008, includes total retention payments made to Mr.
McGrady pursuant to the terms of the June 2008 amendment to his employment agreement.(8)
    
    Under the Companys annual incentive plan, Ms. Davis earned a cash incentive award
of $21,960 for fiscal year 2008. However, Ms. Davis declined receipt of the $21,960 incentive
award for fiscal year 2008.(9)
    
    For fiscal year 2010, includes total retention payments made to Ms. Davis.  17




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FISCAL YEAR 2010 GRANTS OF PLAN-BASED AWARDS
 AllOtherStock
    
    
    All Other
    
    
    
    
    
    
    GrantAwards:
    
    
    Option
    
    
    Exercise
    
    
    Date FairEstimated Possible Payouts Under
    
    
    Number
    
    
    Awards
    
    
    or Base
    
    
    Value ofNon-Equity Incentive
Plan
    
    
    of Shares
    
    
    Number of
    
    
    Price of
    
    
    Stock andAwards(1)
    
    
    of Stock
    
    
    Securities
    
    
    Option
    
    
    OptionThreshold
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    Underlying
    
    
    Awards
    
    
    AwardsName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    Options (#)
    
    
    ($/Sh)
    
    
    ($)Jay L. Schottenstein
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    57,700
    (2)
    
    
    26.61
    (2)
    
    $
    776,342
    (2)James A. McGrady
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    50,000
    (3)
    
    
    N/A
    
    
    
    N/A
    
    
    $
    443,000
    (3)Julia A. Davis
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    20,000
    (3)
    
    
    N/A
    
    
    
    N/A
    
    
    $
    177,200
    (3)
 (1)
    
    The Company did not establish an incentive award plan for fiscal 2010.(2)
    
    Represents option awards granted to Mr. Schottenstein by DSW for service as DSWs
Chief Executive Officer and chairman, which are exercisable for DSW Class A Shares and vest
ratable over five years on each of the first five anniversaries of the grant date.(3)
    
    Represents restricted stock awards granted to the NEOs that vest after one year.  18




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2010
 Option Awards
    
    
    Stock AwardsEquityIncentivePlanEquity
    
    
    Awards:Incentive
    
    
    Market orPlan
    
    
    PayoutAwards:
    
    
    Value orNumber of
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market
    
    
    Unearned
    
    
    Shares,Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value of
    
    
    Shares,
    
    
    Units, orUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares or
    
    
    Units, or
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Units of
    
    
    Other
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Stock That
    
    
    Rights That
    
    
    Have Not(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Have Not
    
    
    Have Not
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    Vested ($)(1)
    
    
    Vested (#)
    
    
    ($)Jay L. Schottenstein
    
    
    33,360
    
    
    
    8,340
    (2)
    
    $
    27.80
    
    
    
    09/07/1632,340
    
    
    
    21,560
    (3)
    
    $
    42.88
    
    
    
    04/05/1737,360
    
    
    
    56,040
    (4)
    
    $
    12.92
    
    
    
    04/03/180
    
    
    
    57,700
    (5)
    
    $
    26.61
    
    
    
    03/24/20James A. McGrady
    
    
    5,000
    
    
    
    
    
    
    $
    4.48
    
    
    
    08/29/11216,000
    
    
    
    
    
    
    $
    4.50
    
    
    
    02/03/1220,000
    (7)
    
    
    
    
    
    $
    19.00
    
    
    
    06/28/1540,000
    
    
    
    
    
    
    $
    14.33
    
    
    
    03/29/1650,000
    (6)
    
    $
    768,750
    (6)
    
    
    N/A
    
    
    
    N/AJulia A. Davis
    
    
    24,000
    
    
    
    
    
    
    $
    1.63
    
    
    
    03/14/1315,000
    (7)
    
    
    
    
    
    $
    19.00
    
    
    
    06/28/1530,000
    
    
    
    
    
    
    $
    14.33
    
    
    
    03/29/1620,000
    (6)
    
    $
    307,500
    (6)
    
    
    N/A
    
    
    
    N/A
 (1)
    
    Represents the average of the high and the low price of RVI common stock on the
last day of the fiscal year times number of shares not yet vested.(2)
    
    Remaining options for DSW Class A Common Shares that vest on September 7, 2011.(3)
    
    Remaining options for DSW Class A Common Shares that vest over two years on April 5 of each year.(4)
    
    Remaining options for DSW Class A Common Shares that vest over three years on April 3 of each year.(5)
    
    Options for DSW Class A Common Shares that vest over five years on March 24 of each year.(6)
    
    Restricted stock vests over one year on February 22, 2011.(7)
    
    Options for DSW Class A Common Shares.  19




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##### Table of Contents



FISCAL YEAR 2010 OPTION EXERCISES AND STOCK VESTED
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares
    
    
    Value
    
    
    Shares or Units
    
    
    ValueAcquired on
    
    
    Realized On
    
    
    Acquired on
    
    
    Realized onExercise
    
    
    Exercise
    
    
    Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Jay L. Schottenstein
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJames A. McGrady
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJulia A. Davis
    
    
    N/A
    
    
    
    N/A
    
    
    
    6,000
    
    
    $
    59,310
    (1)
 (1)
    
    No common shares were issued or acquired upon the settlement of the RSUs. The RSUs
are settled for cash only and have no voting or dividend rights. The value realized upon
vesting of RSUs is calculated by multiplying the number of RSUs vested by the average of the
high and low sales price of the Companys common shares on the vesting date. Potential Termination and Change of Control Payments
   20




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##### Table of Contents



InvoluntaryTerminationWithout Cause or
    
    
    InvoluntaryVoluntary
    
    
    TerminationTermination for
    
    
    Because of DeathNamed Executive Officer
    
    Good Reason
    
    
    or Disability
    
    
    Change in ControlJames A. McGrady- Salary Continuation(1)
    
    $
    200,000
    
    
    $
    0
    
    
    $
    0- Benefits Continuation(2)
    
    $
    3,548
    
    
    $
    0
    
    
    $
    0- Retention Payments(3)
    
    $
    300,000
    
    
    $
    0
    
    
    $
    0-
Accelerated Vesting of Equity(4)
    
    $
    768,750
    
    
    $
    768,750
    
    
    $
    768,750Total
    
    $
    1,272,298
    
    
    $
    768,750
    
    
    $
    768,750Julia A. Davis- Salary Continuation(1)
    
    $
    360,000
    
    
    $
    0
    
    
    $
    0- Benefits Continuation(2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0- Retention Payments(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0-
Accelerated Vesting of Equity(4)
    
    $
    307,500
    
    
    $
    307,500
    
    
    $
    307,500Total
    
    $
    667,500
    
    
    $
    307,500
    
    
    $
    307,500
 (1)
    
    The amount reported reflects the continued payment of base salary for a period of 12
months at the rate in effect on the Executives date of termination.(2)
    
    The health care cost is calculated as the difference between the Companys cost of
providing the benefits less the amount the NEO paid for such benefits as of the NEOs date of
termination. Mr. McGradys and Ms. Davis Benefits Continuation amount reflects the cost of
maintaining health care coverage for 12 months at the coverage level in effect as of the NEOs
date of termination.(3)
    
    Mr. McGradys Amendment to his June 22, 2000 Employment Agreement entitles him to a
special monthly retention payment of $10,000 through and including July 31, 2013. Ms. Daviss
retention payment was approved in May, 2009 and was paid on January 31, 2010 upon condition of
her continued employment through that date.(4)
    
    The amount reported for Accelerated Vesting of Equity reflects the intrinsic value
of unvested restricted stock that would vest during the one year following the NEOs date of
termination.  21




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##### Table of Contents



Compensation of Directors
   Fees Earnedor Paid in
    
    
    
    
    
    
    OptionCash
    
    
    Stock Awards
    
    
    Awards
    
    
    TotalName
    
    ($)
    
    
    ($) (1)
    
    
    ($)(1)
    
    
    ($)Henry L. Aaron
    
    $
    50,000
    
    
    None
    
    
    $
    74,230
    (4)
    
    $
    124,230Ari Deshe
    
    $
    20,000
    
    
    None
    
    
    None
    
    
    $
    20,000Jon P. Diamond
    
    $
    20,000
    
    
    None
    
    
    None
    
    
    $
    20,000Elizabeth M. Eveillard
    
    $
    165,000
    
    
    None
    
    
    $
    74,230
    (4)
    
    $
    239,230Lawrence J. Ring
    
    $
    145,000
    
    
    None
    
    
    $
    74,230
    (4)
    
    $
    219,230Harvey L. Sonnenberg
    
    $
    167,812
    (2)
    
    $
    100,000
    (3)
    
    $
    74,230
    (4)
    
    $
    342,042James L. Weisman
    
    $
    220,000
    
    
    None
    
    
    $
    74,230
    (4)
    
    $
    294,230
 (1)
    
    Represents the grant date fair value for financial statement reporting purposes with
respect to fiscal year 2010 for stock awards and option awards granted to each of the
directors in accordance with ASC Topic 718. For additional information on the valuation
assumptions, refer to Note 4, Stock Based Compensation, in the Notes to Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended January 29, 2011 as
filed with the SEC on March 28, 2011. These amounts reflect accounting cost of these awards
and do not necessarily correspond to the actual value that will be recognized by the
directors.(2)
    
    Includes $57,812 which represents the director fees paid directly by DSW to Mr.
Sonnenberg for his services as a director of DSW.(3)
    
    Represents the grant date fair value of RSUs for DSW Class A Common Shares issued by
the DSW Board of Directors to Mr. Sonnenberg for his services as a director of DSW. As of
January 29, 2011, 18,796 RSUs held by Mr. Sonnenberg were outstanding.(4)
    
    Each independent director received 2,500 stock options on each of the following
dates: February 1, 2010, May 3, 2010, August 2, 2010 and November 1, 2010. The options vest
one year following grant and had grant date fair values of $14,712, $19,256, $16,867 and
$23,395, respectively. As of January 29, 2011, the directors had the following number of
outstanding options to purchase RVI common shares: Mr. Aaron, 74,500; Ms. Eveillard, 70,000;
Mr. Ring, 56,500; Mr. Sonnenberg, 75,000, and Mr. Weisman, 75,000.  22




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
 Security Ownership of Certain Beneficial Owners
  Amount and nature ofTitle of Class
    
    Name and address of beneficial owner
    
    beneficial Ownership
    
    
    Percent of Class(All of these are
    
    Jay L. Schottenstein (1)
    
    
    27,387,326
    
    
    
    52.2
    %common shares)
    
    4300 E. Fifth Ave. 
Columbus, OH 43219Schottenstein RVI, LLC (2)
    
    
    19,678,226
    
    
    
    37.5
    %4300 E. Fifth Ave. 
Columbus, OH 43219Schottenstein Stores Corporation (3)
    
    
    1,260,000
    
    
    
    2.4
    %4300 E. Fifth Ave. 
Columbus, OH 43219SEI, Inc. (4)
    
    
    6,201,300
    
    
    
    11.8
    %4300 E. Fifth Ave. 
Columbus, OH 43219
 
 (1)
    
    Mr. Schottenstein beneficially owns 27,387,326 common shares in the aggregate.
This includes (i) 195,300 common shares beneficially owned by Mr. Schottenstein
individually; (ii) 1,260,000 common shares beneficially owned by Schottenstein Stores
Corporation (Mr. Schottenstein serves as a director, Chairman of the Board, President and
Chief Executive Officer of Schottenstein Stores Corporation); (iii) 19,678,226 common
shares beneficially owned by Schottenstein RVI, LLC (Mr. Schottenstein serves as the
manager of Schottenstein RVI, LLC); (iv) 6,201,300 common shares beneficially owned by
SEI, Inc. (Mr. Schottenstein is the Chairman, President and CEO of SEI, Inc.) and (v)
52,500 common shares owned by Glosser Brothers Acquisition, Inc. (Mr. Schottenstein
serves as Chairman and President of Glosser Brothers Acquisition, Inc. and Mr.
Schottenstein expressly disclaims beneficial ownership of these shares).(2)
    
    Schottenstein RVI, LLC is an affiliated company of Schottenstein Stores
Corporation (SSC). Mr. Schottenstein also serves as the manager of Schottenstein RVI,
LLC. Total common shares beneficially owned by Schottenstein RVI, LLC are comprised of: (a)
    
    17,946,766 common shares owned of record and beneficially by Schottenstein
RVI, LLC; and(b)
    
    Certain warrants which provide Schottenstein RVI, LLC the right, from time
to time, in whole or in part and subject to certain conditions, to: (i) acquire RVI
common shares at $4.50 per share; (ii) acquire, from RVI, DSW Inc., a controlled
subsidiary of the Company (DSW), Class A Common Shares no par value (the DSW Class
A Shares) at $19.00 per share; or (iii) acquire a combination thereof. Schottenstein
RVI, LLC has the right to acquire up to 1,731,460 RVI common shares (subject to
adjustment) upon full exercise of the warrants. For more information about the
warrants, see Certain Relationships and Related Transactions  Warrants.  23




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##### Table of Contents



(3)
    
    SSC is a closely-held Delaware corporation. SSCs common stock is beneficially
owned by certain of the Companys directors and their family members. SSC has sole power
to vote and dispose of 1,260,000 common shares. Mr. Schottenstein is a director, Chairman
of the Board, President and Chief Executive Officer of SSC and has power to vote and
dispose of shares of SSC held by various trusts.(4)
    
    SEI, Inc. (SEI) is an affiliated company of SSC. SEI owned of record and
beneficially 6,201,300 common shares. Mr. Schottenstein is the Chairman, President and
CEO of SEI, Inc., 58.95% of whose common stock is owned by trusts of which Mr.
Schottenstein is a Trustee or Trust Advisor. Security Ownership of Management
  Amount andTitle of
    
    
    
    nature of beneficialClass
    
    Name of beneficial owner
    
    ownership (1)
    
    
    Percent of class (2)(All of these are common shares)
    
    Henry L. Aaron(7)
    
    
    74,500
    
    
    
    *Julia A. Davis
    
    
    13,392
    
    
    
    *Ari Deshe (3)(5)(7)
    
    
    24,972
    
    
    
    *Jon P. Diamond (3)(5)
    
    
    0
    
    
    
    *Elizabeth M. Eveillard(7)
    
    
    80,000
    
    
    
    *James A. McGrady
    
    
    254,635
    
    
    
    *Lawrence J. Ring(7)
    
    
    50,000
    
    
    
    *Jay L. Schottenstein (3)(4)(6)
    
    
    247,800
    
    
    
    *Harvey L. Sonnenberg(7)
    
    
    85,000
    
    
    
    *James L. Weisman (7)
    
    
    81,100
    
    
    
    *All directors and executive
officers as a group (10 persons)
(3)(4)(5)(6)(7)
    
    
    911,399
    
    
    
    1.8
    %
 
 *
    
    Represents less than 1% of the Companys outstanding common shares, net of treasury
shares.(1)
    
    Except as otherwise noted, the persons named in this table have sole power to
vote and dispose of the shares listed.Includes the following number of common shares as to which the named person has the right
to acquire beneficial ownership upon the exercise of stock options within 60 days of April
30, 2011: Mr. Aaron, 66,000; Ms. Eveillard, 62,500; Mr. McGrady, 221,000; Mr. Ring,
49,000; Mr. Sonnenberg, 67,500; Mr. Weisman, 67,500; and all directors and executive
officers as a group, 533,500.(2)
    
    The percent is based upon the 50,721,515 common shares outstanding as of April
30, 2011, net of treasury shares, plus the number of common shares each person has the
right to acquire within 60 days of April 30, 2011.  24




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##### Table of Contents



(3)
    
    Does not include: 25,408,066 common shares owned of record and beneficially by
SSC, Schottenstein RVI, LLC and SEI, Inc. plus up to 1,731,460 common shares (subject to
adjustment) issuable to Schottenstein RVI, LLC upon full exercise by Schottenstein RVI,
LLC of the warrants. Mr. Schottenstein is the Chairman of the Board, President and Chief
Executive Officer of SSC. Mr. Schottenstein, Ari Deshe and Susan Diamond (spouse of Jon
P. Diamond) are members of the Board of Directors of SSC. Mr. Schottenstein also serves
as the manager of Schottenstein RVI, LLC and he is a director and the Chairman of SEI,
Inc.(4)
    
    Includes 52,500 common shares owned by Glosser Brothers Acquisition, Inc.
(GBA). Mr. Schottenstein is Chairman of the Board of Directors, President and a
director of GBA and a trustee or co-trustee of family trusts that own 100% of the stock
of GBA. Mr. Schottenstein disclaims beneficial ownership of the common shares owned by
GBA.(5)
    
    Does not include 67,944 common shares held by the Ann and Ari Deshe Foundation
and 67,944 common shares held by the Jon and Susan Diamond Family Foundation, each a
private charitable foundation. The foundations trustees and officers consist of at least
one of the following persons: Geraldine Schottenstein, Jon P. Diamond and/or Ari Deshe;
in conjunction with other Schottenstein family members.(6)
    
    Includes 30,000 common shares as to which Jay L. Schottenstein shares voting
and investment power as trustee of a trust which owns the common shares and 165,300
common shares that Mr. Schottenstein has sole power to vote and dispose.(7)
    
    Includes 7,500 common shares held jointly by Mr. Aaron and his spouse, 14,972
common shares owned by Mr. Deshe, 10,000 common shares held by Mr. Deshe for the benefit
of his children, 17,500 common shares owned by Ms. Eveillard, 1,000 common shares owned
by Mr. Ring, 17,500 common shares owned by Mr. Sonnenberg, 600 common shares owned by Mr.
Weisman, 12,500 common shares owned jointly by Mr. Weisman and his spouse and 500 common
shares held by Mr. Weismans spouse.   25




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##### Table of Contents



Equity Compensation Plan Information
  Number of securitiesremaining availableNumber of securities
    
    
    
    
    
    
    for issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensationexercise of
    
    
    exercise price of
    
    
    plans (excludingoutstanding options,
    
    
    outstanding options,
    
    
    securities reflected inPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    $
    1,019,000
    
    
    $
    7.67
    
    
    
    4,628,893Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    1,019,000
    
    
    $
    7.67
    
    
    
    4,628,893
 (1)
    
    Equity compensation plans approved by shareholders include the 1991 Plan and the
2000 Plan.  26




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 Procedures for Review of Related Party Transactions
 th
  (1)
    
    a director, director nominee, or officer of the Company;
 (2)
    
    a shareholder of the Company who owns more than five percent (5%) of any class
of the Companys voting securities;
 (3)
    
    a member of the immediate family of any person described in (1) or (2) above;
and
 (4)
    
    an entity in which any person described in (1), (2) or (3) above has a greater
than ten percent (10%) equity interest.
  
    
    Is the transaction in the normal course of the Companys business?
 
    
    Are the terms of the transaction fair to the Company?
 
    
    Are the terms of the transaction commercially reasonable? Are the terms of the
transaction substantially the same as the terms that the Company would be able to obtain in
an arms-length transaction with an unrelated third party?
 
    
    Has the Company obtained an independent appraisal or completed a financial analysis of
the transaction? If so, what are the results of such appraisal or analysis?
 
    
    Is the transaction in the best interests of the Company? The Companys shareholders?
    27




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##### Table of Contents



Real Estate Leases and Subleases with SSC and Affiliates
 Warehouse and Distribution facility.
 Corporate Office.
 Fulfillment Center.
  DSW stores.
  Fiscal Year
    
    Minimum Payments(in thousands)2011
    
    $
    14,5832012
    
    
    15,3292013
    
    
    15,3052014
    
    
    15,3042015
    
    
    14,943Future Years
    
    
    58,365Total
    
    $
    133,829
 Merchandise Transactions with SSC and Affiliates
   28




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##### Table of Contents



Taryn Rose
  Corporate Services Agreement with SSC
  Warrants
    SchottensteinRVI, LLC
    
    
    TotalWarrants Exercisable for RVI Common Shares
    
    
    1,731,460
    
    
    
    1,731,460Warrants Exercisable for DSW Class A Common Shares
    
    
    328,915
    
    
    
    328,915
   29




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##### Table of Contents



Agreements with DSW
 Agreements Relating to DSWs Separation from the Company
  
    
    a master separation agreement;
    
    a shared services agreement and other intercompany arrangements;
    
    a tax separation agreement;
    
    an exchange agreement; and
    
    a footwear fixture agreement.
  Master Separation Agreement
    Amended and Restated Shared Services Agreement and Other Intercompany Arrangements
    Tax Separation Agreement
   30




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##### Table of Contents



Exchange Agreement
   Footwear Fixture Agreement
   Registration Rights Agreements
   Union Square Store Guaranty by the Company
  Loan Agreement
    31




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
 www.retailventuresinc.com
 
    
    Delegation The Audit Committee may delegate pre-approval authority to one or
more of its independent members provided that the members to whom such authority is
delegated report any pre-approval decisions to the Audit Committee at its next
meeting. The Audit Committee will not delegate to management its responsibilities to
pre-approve services performed by the independent registered public accounting firm.
 
    
    Audit Services Annual audit, review and attestation engagement terms,
conditions and fees are subject to the specific pre-approval by the Audit Committee.
Any changes in the terms, conditions or fees resulting from changes in the scope of
audit and audit-related services require the Audit Committees approval. The known
or anticipated audit services to be performed by the independent registered public
accounting firm in connection with its engagement are subject to the specific or
general pre-approval of the Audit Committee.
 
    
    Audit-Related Services Audit-related services that are reasonably related to
the audit or review of the Companys financial statements and that do not impair the
independence of the independent registered public accounting firm are subject to the
specific or general pre-approval of the Audit Committee.
 
    
    Tax Services The Audit Committee believes that our independent registered
public accounting firm can provide tax services to us such as tax compliance and
certain tax advice without impairing its independence. In no event, however, will
the independent registered public accounting firm be retained in connection with a
transaction initially recommended by the independent registered public accounting
firm, the purpose of which may be tax avoidance and the tax treatment of which may
not be supported in the Internal Revenue Code and related regulations or similar
regulations of other applicable jurisdictions.
 
    
    Other Services Unless a type of service to be provided by the independent
registered public accounting firm has received general pre-approval, it will require
specific pre-approval by the Audit Committee.
 
    
    Fees Pre-approved fee levels for all services to be provided by the independent
registered public accounting firm will be established periodically by the Audit
Committee. Any proposed services exceeding these levels will require specific
pre-approval of the Audit Committee. Each year the independent registered public
accounting firm will provide the Audit Committee with an estimate of the fees for
its anticipated services. Each quarter, the independent registered public accounting
firm will provide the Audit Committee with a report of the audit, audit-related, tax
and other services provided together with the actual fees incurred. Any changes to
the estimate of services and fees will be discussed quarterly by the Audit Committee
and, if necessary, revised.
  32




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##### Table of Contents



2010
    
    
    2009Audit fees (1)
    
    $
    1,245,950
    
    
    $
    1,467,450Audit-related fees (2)
    
    
    120,000
    
    
    
    Tax fees
    
    
    165,566
    
    
    
    107,646All other fees
    
    
    
    
    
    
    Total
    
    $
    1,531,516
    
    
    $
    1,575,096
 (1)
    
    Includes services rendered for the audit of the Companys annual financial
statements, review of financial statements included in the Companys quarterly reports on
Form 10-Q, assessment of internal controls in the Companys Annual Report on Form 10-K and
other audit services normally provided by Deloitte & Touche LLP in connection with statutory
and regulatory filings or engagements.(2)
    
    Includes assurance and related services reasonably related to the performance of
the audit or review of the Companys financial statements not reported as audit fees.  33




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##### Table of Contents



AUDIT COMMITTEE REPORT
  www.retailventuresinc.com
 
    
    Review of the Companys annual financial statements to be included in its Annual
Report on Form 10-K and recommend to the Board of Directors whether the audited
financial statements should be included in the Companys Annual Report on Form 10-K;
 
    
    Review of the Companys quarterly financial statements to be included in its
Quarterly Reports on Form 10-Q;
 
    
    Oversight of the Companys relationship with its independent registered public
accounting firm, including:
 
    
    Appointment, compensation, retention, termination and oversight of the work of
the independent registered public accounting firm; and
 
    
    Pre-approval of all auditing services and permitted non-audit services by the
independent registered public accounting firm;
 
    
    Oversight of the Companys internal controls;
 
    
    Oversight of the review and response to complaints made to the Company regarding
accounting, internal accounting controls and auditing matters;
 
    
    Assuring compliance with legal and regulatory requirements;
 
    
    Oversight of the Companys internal audit function; and
 
    
    Review and approval of related party transactions.
   34




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Respectfully submitted,Audit CommitteeHarvey L. Sonnenberg, ChairElizabeth M. EveillardLawrence J. RingJames L. Weisman
  35




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (b) Exhibits
 ExhibitNo.
    
    Description23*
    
    Consent of Independent Registered Public Accounting Firm.31.1*
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive and Principal Financial Officer.
 
 *
    
    Filed herewith.  36




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SIGNATURES
  RETAIL VENTURES, INC.May 20, 2011By:
    /s/ James A. McGradyJames A. McGrady,Chief Executive Officer, President, Chief Financial
Officer and Treasurer (Principal
Executive Officer and Principal
Financial and Accounting Officer)  37