Department Stores National Bank

701 E. 60th Street North

Sioux Falls, South Dakota 57104






                                                                                    

May
30, 2008


Macy's Inc.
(fka Federated Department Stores, Inc.)

7 West Seventh Street

Cincinnati, Ohio 45202

Attention:  General Counsel






FDS Bank

9111 Duke Boulevard

Mason, Ohio   45040

Attention: 
President






Macy's Credit
and Customer Services, Inc. (fka FACS Group, Inc)

9111 Duke Boulevard

Mason, Ohio   45040

Attention: 
President




Ladies and
Gentlemen:




            Reference is made to the Credit Card Program
Agreement, dated as of June 1, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Program Agreement"), by and among Macy's
Inc. (fka 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. (fka FACS Group, Inc.), an Ohio
corporation ("MCCS", FDS Bank,  Macy's
Department Stores, Inc., an Ohio corporation ("Macy's"), Bloomingdale's,
Inc., an Ohio corporation ("Bloomingdale's") (collectively, the "Macy's
Companies"), and Citibank, N.A., a
national banking association ("Bank"), the interest of which under the
Program Agreement was subsequently assigned to Department Stores National Bank
("DSNB").  Capitalized terms used herein but not defined herein shall
have the meanings given to such terms in the Program Agreement.


            Consistent with our recent discussions, DSNB
and the Macy's Companies wish to revise the Program Agreement in certain
respects. This restated letter is effective as of December 18, 2006 (the
"Letter Agreement"), and sets forth below our understanding of the revisions to
which the parties have agreed. 


1.          Schedule 9.3(a) item
(b)(i) is hereby amended by deleting the same in its entirety and substituting attached
new Schedule 9.3(a) item (b)(i) in its place.  


2.         Effective with the
August 2006 Settlement Statement, the definition of "Bad Debt Reserve" in
Section 1.1 of the Program Agreement is amended and restated in its entirety to
read as follows:


"Bad Debt Reserve" means the bad debt reserve
maintained by Bank solely with respect to the Accounts under the Program in an
amount, from time to time, equal to the product of (i) forty percent (40%) of
the aggregate amount of Cardholder Indebtedness multiplied by (ii) the
Loss Rate multiplied by (iii) 7/12.  For purposes of this definition, "Loss
Rate" means, with respect to the twelve (12) Fiscal Month period with
respect to which the calculation of the Bad Debt Reserve is being made, a
percentage equal to (i) (A) the actual aggregate amount of Cardholder
Indebtedness written-off under the Program for the twelve (12) Fiscal Month
period (which period includes the Fiscal Month in which the calculation is
being made and the eleven [11] Fiscal Months immediately preceding the
calculation), calculated on a sum of cycles basis of reporting monthly
receivables under the Accounts, minus (B) the actual aggregate amount of
Cardholder Indebtedness written-off under the Program actually recovered with
respect to previously written-off Cardholder Indebtedness during such twelve
(12) Fiscal Month period (including recovery of sales taxes paid on written-off
Cardholder Indebtedness), divided by (ii) the actual average amount of
Cardholder Indebtedness under the Program for each Fiscal Month during such
twelve (12) Fiscal Month period (in each case, calculated on a sum of cycles
basis of reporting monthly receivables under the Accounts for each Fiscal
Month).". 


3.         Except as expressly
amended by this Letter Agreement, the Program Agreement, as previously amended,
remains in full force and effect in accordance with its terms.


4.          Counterparts;
Facsimile. This Letter Agreement 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 Letter Agreement, 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.


5.         The agreements of
the parties set forth herein shall have the same effect as if approved by the
unanimous approval of the Operating Committee pursuant to Article III of the
Program Agreement.  


[Remainder of Page
Intentionally Left Blank]


















Please acknowledge your
agreement with the foregoing by executing this Letter Agreement as indicated
below.




                                                                              Very
truly yours,                 





                                                                              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




Agreed to by:




MACY'S, INC.
(fka Federated Department Stores, 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 SERVICES, INC. (fka FACS Group, 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






BLOOMINGDALE'S,
INC.




By:   /s/
Dennis J. Broderick

Name:
  Dennis J. Broderick

Title:   Vice President






SCHEDULE 9.3(a)
item (b)(i)


        




            "(i)       an
amount equal to $5 per new Private Label Account for the first 6,000,000    Private
Label Accounts in any Fiscal Year originated in an FDS Channel after the Effective
Date and activated by the Cardholder for the first time in the prior Fiscal Month;
provided that such activation occurred within 12 months of account
opening;




        The
Parties acknowledge that they have heretofore treated Private Label Accounts
that  have been inactive for sixty (60) consecutive months or longer as "new"
Private Label  Accounts for purposes of the New Account Payment contained in
Schedule 9.3(a), if such Private Label Accounts otherwise satisfy the
requirements of item (b)(i) of Schedule 9.3(a), even though such practice is
not expressly set forth in item (b)(i) of Schedule 9.3(a) (the "Original
Definition"). The parties agree that, from and after August 1, 2006, the
New Account Payment relating to Private Label Accounts reflected in item (b)(i)
of Schedule 9.3(a) is changed from $5.00 (the "Original New Account Payment")
to $4.53 per new Private Label Account (the "Revised New Account
Payment").  From and after August 1, 2006, a Private Label Account
reopened by an existing but inactive Cardholder is eligible for the Revised
New Account Payment if such Private Label Account has been inactive for
thirty-six (36) consecutive months or longer (the "Revised Definition"),
rather than for 60 months. It is the Parties' intention that these changes will
 be revenue-neutral, i.e. that the amount of money paid to the
Macy's  Companies  utilizing the Revised Definition and the Revised New
Account Payment shall be the same as the amount that would have
been paid utilizing the Original Definition and the Original New Account
Payment. At the end of each three (3) month period after August 1,
2006, DSNB and the Macy's Companies shall compare the total of Revised
New Account Payments made for such three (3) month period (the "Revised
Payment Amount") with an amount determined by multiplying the
total number of Accounts that would have been opened utilizing the
Original Definition during such three (3) month period by the Original New
Account Payment (the product of such multiplication being  the  "Original
Payment Amount"). If the result of the Revised Payment Amount exceeds the
result of the Original Payment Amount, the Macy's Companies shall pay the difference
to DSNB; if the result of the Original Payment Amount exceeds the result of the
Revised Payment Amount, DSNB shall pay the difference to the Macy's Companies.  At
the end of each six (6) month period following August 1, 2006, the New Account Payment
shall be adjusted by an amount necessary to make the total Revised Payment Amount
for the preceding six (6) month period equal the Original Payment Amount for the
preceding six (6) month period. The
adjusted New Account Payment determined in this manner shall apply until
adjusted as provided for herein. By December 15, 2006, the  Macy's Companies
shall develop the MIS necessary to perform the calculations contained
in this paragraph."