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RESTATED THIRD
AMENDMENT TO

CREDIT CARD PROGRAM AGREEMENT




          This THIRD AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT (this
"Third Amendment") is  restated on May 31, 2008, effective as of
February 3, 2008 (the "Effective Date"), by and among Macy's, Inc., f/k/a
Federated Department Stores, Inc., a Delaware corporation, ("Macy's, Inc."),
FDS Bank, a federally-chartered stock savings bank ("FDS Bank"), Macy's
Credit and Customer Services, Inc., f/k/a FACS Group, Inc., an Ohio corporation
("MCCS"), Macy's Department Stores, Inc., an
Ohio corporation ("Macy's"), Bloomingdale's, Inc., an Ohio corporation
("Bloomingdale's") (collectively the "Macy's Companies"),
and Department Stores National Bank, a national banking association, as
assignee of Citibank, N.A. ("Bank").  




WHEREAS, the Macy's Companies and Bank are parties to a
certain Credit Card Program Agreement dated as of June 1, 2005, as amended
pursuant to amendments dated October 24, 2005 and May 19, 2006, respectively,
and as further amended by Letter Agreements effective December 18, 2006, March
22, 2007, April 6, 2007 and June 1, 2007, respectively (as so amended, the "Program
Agreement"), whereby Bank and the Macy's Companies operate a credit card
program (the "Program"), as more fully described in the Program
Agreement; 




WHEREAS, the parties hereto desire to amend the Program
Agreement in accordance with Section 18.5 of the Program Agreement, effective
as of the Effective Date.




NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:




1.         Defined Terms.  Capitalized terms used without
definition in this Third Amendment have the meanings assigned to them in the
Program Agreement. 




2.         Amendments
of Section 1.1.  




(a)        Section 1.1 of the Program Agreement is hereby
amended by deleting the definition of "Net Credit Sales" in Section
1.1 in its entirety and substituting the following in its place:




"Net Credit Sales" means, for
any Fiscal Year or Fiscal Month, an amount equal to (i) gross credit sales on
Accounts (including gift card sales, sales tax, delivery charges, Licensee
sales and any other amount included in the full amount charged by Cardholders)
during such Fiscal Year or Fiscal Month, minus (ii) the sum of credits
for returned goods and cancelled services and other credits granted at the point
of sale (such as concessions, discounts and adjustments) on Accounts during
such Fiscal Year or Fiscal Month."




                        (b)        Section
1.1 of the Program Agreement is hereby amended by adding thereto the following
new definition:




"Double Net Credit Sales"
means, for any Fiscal Year or Fiscal Month, an amount equal to Net Credit Sales
during such Fiscal Year or Fiscal Month minus the sum of back office credits
granted during such Fiscal Year or Fiscal Month with respect to (i) new
Accounts, (ii) employee discounts on employee Accounts, and (iii) charges for
alterations, delivery services and gift wrap services that are rebated for
certain Cardholders."




3.         Amendment of Section (a) of Schedule 9.3(a).  Section (a) of Schedule 9.3(a)
(FDS Compensation (for each Fiscal Month) ) of the Program Agreement (as
previously amended pursuant to the Second Amendment to Credit Card Program
Agreement) is hereby amended  by deleting the same in its entirety
and substituting the attached new Section (a) to Schedule 9.3(a) in its place.





4.         New Schedule 9.3 (a)(ii).  The Program Agreement is hereby
amended by adding a new Schedule 9.3 (a)(ii) attached hereto. 




5.         Amendment of Section 18.12.         The Program Agreement is
hereby amended with respect to the addresses for Notice for Bank by removing
the addresses currently appearing for Bank and replacing them with the
following:




	
  If to Bank:  

  	
  Citibank, N.A.

  c/o Department Stores National Bank

  701 E. 60th North

    Sioux Falls, South Dakota  57104

  Attention:  David Zimbeck

  Facsimile:  (605) 330-6745


  
	
  With a copy to:

  	
  Citicorp Credit Services, Inc. (USA)

  Attention:  General Manager

  50 Northwest Point Blvd.

  Elk Grove Village, Illinois  60007

  Fax:  (224) 222-4024

  
	
  With a copy to:

  	
  Citicorp Credit Services, Inc. (USA)

  Attention:  Legal Department

  50 Northwest Point Blvd.

    Elk Grove Village, Illinois  60007

  Fax:  (224) 222-4029

  







6.         Capacity; Authorization; Validity.  


             (a)        Macy's, Inc. hereby represents and
warrants to Bank as of the date hereof that:  




                        (i)  Each Macy's Company has all
necessary corporate or similar power and authority to (A) execute and enter
into this Third Amendment and (B) perform the obligations required of such Macy's
Company hereunder and the other documents, instruments and agreements to be
executed and delivered by such Macy's Company pursuant hereto.




                        (ii)  The execution and delivery by
the Macy's Companies of this Third Amendment and all documents, instruments and
agreements executed and delivered by the Macy's Companies pursuant hereto, and
the consummation by the Macy's Companies of the transactions specified herein,
have been duly and validly authorized and approved by all necessary corporate
or similar actions of the Macy's Companies.




                        (iii)  This Third Amendment (A) has
been duly executed and delivered by the Macy's Companies, (B) constitutes the
valid and legally binding obligation of the Macy's Companies, and (C) is
enforceable against the Macy's Companies in accordance with its terms (subject
to applicable bankruptcy, insolvency, reorganization, receivership or other
laws affecting the rights of creditors generally and by general equity
principles including those respecting the availability of specific
performance).




(b)        Bank hereby represents and warrants to the Macy's
Companies as of the date hereof:  




            (i)         Bank has all necessary corporate or
similar power and authority to (A) execute and enter into this Third Amendment
and (B) perform the obligations required of it hereunder and the other
documents, instruments and agreements to be executed and delivered by Bank
pursuant hereto.  




            (ii)        The execution and delivery by Bank
of this Third Amendment and all documents, instruments and agreements executed
and delivered by Bank pursuant hereto, and the consummation by Bank of the
transactions specified herein, has been duly and validly authorized and
approved by all necessary corporate or similar actions of Bank.  




            (iii)       This Third Amendment (A) has been
duly executed and delivered by Bank, (B) constitutes the valid and legally
binding obligation of Bank and (C) is enforceable against Bank in accordance
with its terms (subject to applicable bankruptcy, insolvency, reorganization,
receivership or other laws affecting the rights of creditors generally and by
general equity principles including those respecting the availability of
specific performance).




7.         Effect of Amendment.  This Third Amendment is effective
as of the Effective Date and is hereby incorporated into and made a part of the
Program Agreement.  Except as amended by this Third Amendment, all terms and
provisions of the Program Agreement shall continue and remain in full force and
effect and binding upon the parties thereto.


 


8.         Binding Effect.  This Third Amendment shall be
binding in all respects and inure to the benefit of the successors and
permitted assigns of the parties hereto. 


      9.         Governing Law.  This Third Amendment and all
rights and obligations hereunder, including matters of construction, validity
and performance, shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to contracts made to be performed within
such State and applicable federal law.




10.       Counterparts/Facsimiles.  This Third Amendment may
be executed in any number of counterparts, all of which together shall
constitute one and the same instrument, but in making proof of this Third
Amendment, it shall not be necessary to produce or account for more than one
such counterpart.  Any facsimile of an executed counterpart shall be deemed an
original.












IN
WITNESS WHEREOF, each of the parties hereto has caused this Third Amendment to
be duly executed as of the date first above written.


 


Department Stores National Bank, 








By:  /s/ Douglas C. Morrison

Name: Douglas C. Morrison

Title:    Citi Cards

            Vice President
and Chief Fin. Officer

             Sioux Falls, SD






MACY'S, INC.




By:  /s/ Dennis J. Broderick

Name: Dennis J. Broderick

Title: SVP, General Counsel & Secretary






FDS BANK




By:  /s/ Teresa Huxel

Name: Teresa Huxel

Title: President






MACY'S CREDIT AND CUSTOMER SERVICE, INC.






By:  /s/ Teresa Huxel

Name: Teresa Huxel

Title:  SVP & CFO






MACY'S DEPARTMENT STORES, INC.




By:  /s/ Dennis J. Broderick

Name: Dennis J. Broderick

Title:  President






BLOOMINGDALES, INC.




By:  /s/ Dennis J. Broderick

Name: Dennis J. Broderick

Title: Vice President






Section (a) to Schedule 9.3 (a) 


FDS Compensation

(for each Fiscal Month)


          a)         Monthly Net Credit Sale Share: 
The compensation payable to Macy's, Inc. on a monthly basis shall be reduced by
an amount equal to the product of the aggregate Net Credit Sale Share paid to
FDS Bank pursuant to Schedule 9.3(a)(i) during the preceding Fiscal Month
multiplied by the annualized Funding Cost for such Fiscal Month, divided by
360, and multiplied by 20. 


                        Double
Net Credit Sale Share. The compensation payable to Macy's, Inc. on a
monthly basis shall be further reduced by an amount that is equal to the amount
by which (i) the Monthly Net Credit Sale Share paid to FDS Bank pursuant to
Schedule 9.3(a)(i) during the preceding Fiscal Month exceeds (ii) the Double
Net Credit Sale Share.  This excess amount shall be included in the calculation
of the FDS Revenue Share.  As used herein, "Double Net Credit Sale Share" means
an amount determined in accordance with Schedule 9.3(a)(ii).










SCHEDULE
9.3(a)(ii)

FDS
Compensation

Double Net Credit Sale Share






An amount
equal to the sum of:




(i)         with respect to the
prior Fiscal Month, an amount equal to 140 bps of Double Net Credit Sales; 


(ii)        with respect to the
prior Fiscal Month, an additional amount equal to 30 basis points of Double Net
Credit Sales when the aggregate Net Credit Sales exceed $24 billion in the
current Fiscal Year (or, with respect to any Fiscal Year in the Term that is
less than twelve Fiscal Months, a pro rata portion of $24 billion based upon
the number of days in such Fiscal Year in the Term).