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                                                                   EXHIBIT 10.64


(RETAIL VENTURES INC LOGO)

Date:

To:

From:      Dick Belter, Compensation Director, Human Resources

Subject:   EQUITY COMPENSATION APPROVAL NOTICE AND AGREEMENT

================================================================================

Congratulations! This is to advise you that the Compensation Committee of the
Board of Directors met and has awarded you the following:

GRANTS:

STOCK APPRECIATION RIGHTS GRANT: __________ Stock Appreciation Rights (SARs) of
                                 a special three year, front-loaded grant of
                                 which:

                                         1.   __________ are STANDARD SARS

                                         2.   __________ are PERFORMANCE SARS

GOVERNING DOCUMENTS:             The SARs are subject to each of the following
                                 documents:

                                 1. The Retail Ventures, Inc. Amended and
                                 Restated 2000 Stock Incentive Plan (Stock
                                 Incentive Plan);

                                 2. Your Employment Agreement with
                                 _____________________________________; and

                                 3. This Equity Compensation Approval Notice
                                 (SAR Notice).

GRANT DATE:

GRANT PRICE:

SAR VESTING PERIOD:              1. One-third of the STANDARD SARS vest on each
                                 of the first three anniversaries of the Grant
                                 Date; provided, however, that if on any such
                                 scheduled vesting date, the Grant Price equals
                                 or exceeds the Fair Market Value (as defined in
                                 the Stock Incentive Plan) of a share of Company
                                 common stock, the Standard SARs scheduled to
                                 vest on such scheduled vesting date shall
                                 instead, subject to continued employment,
                                 Section 5.00 of your Employment Agreement and
                                 the terms of the Stock Incentive Plan, vest on
                                 the first anniversary after the scheduled
                                 vesting date on which the Fair Market Value of
                                 a share of Company common stock exceeds the
                                 Grant Price of such Standard SAR (unless such
                                 anniversary occurs subsequent to the eighth
                                 anniversary of the Grant Date). If the Fair
                                 Market Value of a share of Company common stock
                                 does not exceed the Grant Price of such
                                 Standard SAR on any anniversary date before the
                                 eighth anniversary of the Grant Date or on the
                                 eighth anniversary of the Grant Date, the
                                 Standard SARs will be forfeited.

                                 2. The PERFORMANCE SARS shall, subject to
                                 continued employment, to Section 5.00 of your
                                 Employment Agreement and to the terms of the
                                 Stock Incentive Plan, vest on the eighth
                                 anniversary of the grant date, provided that
                                 they will be subject to special accelerated
                                 vesting provisions based on the attainment of
                                 two equally weighted performance objectives:
                                 one-half of the Performance SARs will vest
                                 following a rise in the value of Company common
                                 stock (based upon the average closing price for
                                 60 consecutive trading days, weighted by share
                                 volume each day) to 50% above the Grant Price,
                                 while the remaining Performance SARs will vest
                                 following a rise in the value of Company common
                                 stock (based upon the average closing price for
                                 60 consecutive trading days, weighted by share
                                 volume each day) to 125% above the Grant Price.

SAR RIGHTS:                      The grant of SARs entitle 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.
                                 And, you are not entitled to vote or to receive
                                 any dividends associated with any shares of
                                 Company stock upon which the SARs are based.
                                 Also, the Company will adjust your SARs to
                                 reflect the effect of any corporate event
                                 within Section 4.3 of the Stock Incentive Plan.
                                 And, the Company will meet its withholding
                                 obligation in the manner described in Sections
                                 11.9 and 11.10 of the Stock Incentive Plan.

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SAR EXERCISE:                    The terms of each SAR provide that immediately
                                 upon vesting of such SAR, you will be deemed
                                 immediately to exercise such SAR and the
                                 Company will pay to you in redemption and
                                 cancellation of such SAR a lump sum amount
                                 equal to the excess, if any, of (x) the Fair
                                 Market Value of a share of Company common stock
                                 on the date of such vesting minus (y) the Grant
                                 Price. For the avoidance of doubt, the Grant
                                 Price for purposes of the performance goals set
                                 forth above shall be subject to appropriate
                                 adjustment pursuant to Section 4.3 of the Stock
                                 Incentive Plan. Also, Section 409A of the
                                 Internal Revenue Code imposes a 20 percent
                                 excise tax on the payment of any severance
                                 compensation to a Company officer 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,
                                 the Company will defer payment of the
                                 redemption amount to avoid having this tax
                                 imposed on you.

RESTRICTED STOCK UNITS:          __________ Restricted Stock Units (Units).

GOVERNING DOCUMENTS:             The Units are subject to each of the following
                                 documents:

                                 1. Your Employment Agreement with
                                 ______________________________________; and

                                 2. This Equity Compensation Approval Notice
                                 (Unit Notice); but

                                 3. The Units are not subject to the Retail
                                 Ventures, Inc. Amended and Restated 2000 Stock
                                 Incentive Plan ("Stock Incentive Plan"),
                                 although terms in the Stock Incentive Plan that
                                 can be applicable to the Units will apply to
                                 the Units.

RESTRICTED STOCK UNIT VESTING:   The Units will vest, subject to continued
                                 employment and subject to Section 5.00 of your
                                 Employment Agreement, in three equal
                                 installments on each of the first three
                                 anniversaries of the Grant Date.

RESTRICTED STOCK UNIT RIGHTS:    The grant of Units entitles you only to the
                                 right to receive cash under the terms described
                                 in this Notice and does not entitled to you to
                                 receive any shares of Company common stock.
                                 Also, you are not entitled to vote or to
                                 receive any dividends associated with any
                                 shares of Company stock upon which the Units
                                 are based. The Company will adjust your Units
                                 to reflect the effect of any corporate event
                                 within Section 4.3 of the Stock Incentive Plan.
                                 And, the Company will meet its withholding
                                 obligation in the manner described in Sections
                                 11.9 and 11.10 of the Stock Incentive Plan.
                                 Other applicable rights and obligations are set
                                 forth in the Stock Incentive Plan.

RESTRICTED STOCK UNIT EXERCISE   On the date any Unit vests, the Company shall
                                 pay to you an amount in cash in redemption and
                                 cancellation of such Unit equal to the Fair
                                 Market Value of a share of Company common stock
                                 on such vesting date. Also, Section 409A of the
                                 Internal Revenue Code imposes a 20 percent
                                 exercise tax on the payment of any severance
                                 compensation to a Company officer 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
                                 Units, the Company will defer payment of the
                                 redemption amount to avoid having this tax
                                 imposed on you.


Attached for your review is a Prospectus covering Securities that have been
registered under the Securities Act of 1933. If you have any questions, please
call Dick Belter at 614-238-5484. Once you have reviewed, please sign the form
below and return to:

         RETAIL VENTURES, INC.
         4150 E. 5TH AVENUE
         COLUMBUS, OH 43219
         ATTN.: DICK BELTER

Grantee hereby accepts that these grants are subject to all of the terms and
conditions in the documents listed above (Documents). Grantee also hereby agrees
as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions affecting the grant. Grantee acknowledges receipt
of all Documents.


ACKNOWLEDGED AND ACCEPTED


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            (Print Name)                              (Signed)