RETAIL VENTURES, INC.
RESTRICTED STOCK AWARD AGREEMENT
 Summary of Terms
     Vesting Schedule:
    
    100% Vesting on February 22, 2011 unless
sooner pursuant to terms of the Restricted Stock Award
Agreement




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RETAIL VENTURES, INC.
RESTRICTED STOCK AWARD AGREEMENT
  1.
    
    Vesting. The Restricted Stock shall vest on the earlier of (a) February 22, 2011, or
(b) a Change in Control prior to February 22, 2011 (the Vesting Date), subject to the
provisions of this Agreement, including those relating to the Awardees continued
employment with the Company or any Related Entity..2.
    
    Transferability. The Restricted Stock may not be sold, transferred, pledged, or
otherwise disposed of prior to the Vesting Date.3.
    
    Termination of Employment.
 (a)
    
    General. Except as set forth below, if a Termination of Service
occurs prior to the Vesting Date, such Restricted Stock shall be forfeited by
Awardee.(b)
    
    Death and Disability. If an Employment Termination occurs prior
to the Vesting Date by reason of Awardees Death or Disability, then any unvested
Restricted Stock shall immediately vest in full and shall not be forfeited.(c)
    
    Involuntary Termination Without Cause. If an Employment
Termination occurs prior to the Vesting Date by reason of Awardees Involuntary
Termination Without Cause, pursuant to Sections 5.3.1 or 5.3.2 of Awardees
Employment Agreement, then any unvested Restricted Stock shall immediately vest in
full and shall not be forfeited.
 4.
    
    Payment. Awardee shall be entitled to receive from the Company (without any payment
on behalf of Awardee other than as described in Paragraph 8) the Shares represented by
such Restricted Stock; provided, however, that in the event that such Restricted Stock
vests prior to the applicable Vesting Date as a result of a Change of Control or the
Death, Disability, Retirement or Termination Without Cause of Awardee, Awardee shall be
entitled to receive the Shares represented by the Restricted Stock on the date of such
Change of Control, Death, Disability, Retirement or Termination Without Cause.5.
    
    Dividend Equivalents. Awardee shall receive cash dividends, if any, from the Company
on the Restricted Stock which shall be paid at the same time as other holders of Shares
receive payment of such cash dividends. Any dividends payable in Shares shall be subject
to the same restrictions as the Restricted Stock to which such dividends relate and shall
be settled as described in this Agreement.




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6.
    
    Right of Set-Off. By accepting this Restricted Stock, Awardee consents to a deduction
from, and set-off against, any amounts owed to Awardee by the Company or a Related Entity
from time to time (including, but not limited to, amounts owed to Awardee as wages,
severance payments or other fringe benefits) to the extent of the amounts owed to the
Company or a Related Company by Awardee under this Agreement.7.
    
    Shareholder Rights. Awardee shall have all rights of a shareholder with respect to
the Restricted Stock, including, without limitation, Awardee shall have the right to vote
the Shares represented by the Restricted Stock.8.
    
    Withholding Tax.
 (a)
    
    Generally. Awardee is liable and responsible for all taxes owed in
connection with the Restricted Stock regardless of any action the Company takes with
respect to any tax withholding obligations that arise in connection with the
Restricted Stock. The Company does not make any representation or undertaking
regarding the tax treatment or the treatment of any tax withholding in connection
with the grant or vesting of the Restricted Stock or the subsequent sale of Shares
issuable pursuant to the Restricted Stock. The Company does not commit and is under
no obligation to structure the Restricted Stock to reduce or eliminate Awardees tax
liability.(b)
    
    Payment of Withholding Taxes. Prior to any event in connection with the
Restricted Stock (e.g., vesting or settlement) that the Company determines may
result in any domestic or foreign tax withholding obligation, whether national,
federal, state or local, including any employment tax obligation (the Tax
Withholding Obligation), Awardee is required to arrange for the satisfaction of the
minimum amount of such Tax Withholding Obligation in a manner acceptable to the
Company. Unless Awardee elects to satisfy the Tax Withholding Obligation by an
alternative means that is then permitted by the Company, Awardees acceptance of
this Agreement constitutes Awardees instruction and authorization to the Company to
withhold on Awardees behalf the number of Shares from those issuable to Awardee at
the time when the Restricted Stock becomes vested and payable as the Company
determines to be sufficient to satisfy the Tax Withholding Obligation. In the case
of any amounts withheld for taxes pursuant to this provision in the form of Shares,
the amount withheld shall not exceed the minimum required by applicable law and
regulations.
 9.
    
    Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the
laws of the State of Ohio, without regard to principles of conflicts of law, except to the
extent superceded by the laws of the United States of America. The parties agree and
acknowledge that the laws of the State of Ohio bear a substantial relationship to the
parties and/or this Agreement and that the Restricted Stock and benefits granted herein
would not be granted without the governance of this Agreement by the laws of the State of
Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be
brought exclusively in state or federal courts located in Franklin County, Ohio and the
parties executing this Agreement hereby consent to the personal jurisdiction of such
courts. Any provision of this Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable should be construed or limited in a manner
that is valid and enforceable and that comes closest to the business objectives intended
by
such provision, without invalidating or rendering unenforceable the remaining provisions
of this Agreement.




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10.
    
    Action by the Committee. The parties agree that the interpretation of this Agreement
shall rest exclusively and completely within the sole discretion of the Committee. The
parties agree to be bound by the decisions of the Committee with regard to the
interpretation of this Agreement and with regard to any and all matters set forth in this
Agreement. The Committee may delegate its functions under this Agreement to an officer of
the Company designated by the Committee (hereinafter the Designee). In fulfilling its
responsibilities hereunder, the Committee or its Designee may rely upon documents, written
statements of the parties or such other material as the Committee or its Designee deems
appropriate. The parties agree that all determinations and decisions made by the
Committee, the Board, and any delegate of the Committee pursuant to the provisions of the
Plan shall be final, conclusive and binding on all Persons, and shall be given the maximum
deference permitted by law. Pursuant to Section 13.4 of the Plan, the Committee has
specifically determined that the limitations contained in Sections 2.29, 7.2 and 7.5
relating to the Period of Restriction and/or transfer of Shares underlying the Restricted
Stock shall not apply.11.
    
    Prompt Acceptance of Agreement. The Restricted Stock evidenced by this Agreement
shall, at the discretion of the Committee, be forfeited if this Agreement is not manually
executed and returned to the Company, or as applicable electronically executed by Awardee
by indicating Awardees acceptance of this Agreement in accordance with the acceptance
procedures set forth on the Companys third-party equity plan administrators web site,
within 90 days of the Grant Date.12.
    
    Electronic Delivery and Consent to Electronic Participation. The Company may, in its
sole discretion, decide to deliver any documents related to the Restricted Stock under and
participation in the Plan or future Restricted Stock that may be awarded under the Plan by
electronic means or to request Awardees consent to participate in the Plan by electronic
means. Awardee hereby consents to receive such documents by electronic delivery and to
participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company, including the acceptance
of restricted stock grants and the execution of restricted stock agreements through
electronic signature.13.
    
    Notices. All notices, requests, consents and other communications required or
provided under this Agreement to be delivered by Awardee to the Company will be in writing
and will be deemed sufficient if delivered by hand, facsimile, nationally recognized
overnight courier, or certified or registered mail, return receipt requested, postage
prepaid, and will be effective upon delivery to the Company at the address set forth
below:




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All notices, requests, consents and other communications required or provided under this
Agreement to be delivered by the Company to Awardee may be delivered by e-mail or in
writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally
recognized overnight courier, or certified or registered mail, return receipt requested,
postage prepaid, and will be effective upon delivery to the Awardee.14.
    
    Employment Agreement, Offer Letter or Other Arrangement. To the extent a written
employment agreement, offer letter or other arrangement (Employment Arrangement) that
was approved by the Compensation Committee or the Board of Directors or that was approved
in writing by an officer of the Company pursuant to delegated authority of the
Compensation Committee provides for greater benefits to Awardee with respect to vesting of
the Restricted Stock on a Termination of Service, than provided in this Agreement or in
the Plan, then the terms of such Employment Arrangement with respect to vesting of the
Restricted Stock on a Termination of Service by reason of such specified events shall
supersede the terms hereof to the extent permitted by the terms of the Plan.
 RETAIL VENTURES, INC.By:
    /s/ Julia A. DavisIts: General Counsel




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ACCEPTANCE OF AGREEMENT
  /s/ James A. McGradyAwardees SignatureDate: 03-16-2010