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 March 22, 2007 (the "Letter
Agreement"), and sets forth below our understanding of the revisions to which
the parties have agreed. 


1.         Schedule 4.8(a)(IV)(c)
- (d) is hereby amended by deleting the same in its entirety and substituting
the attached new Schedule 4.8(a)(IV)(c) - (d) in its place.


2. Except as expressly amended by
this Letter Agreement, the Program Agreement, as previously amended, remains
unchanged.


3.          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.


4.         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
4.8(a)(IV)(c) - (d)


"(c)     
'Assumed Redemption Percentage' means (i)
until February 3, 2007, the percentage set forth for each Cardholder Level
listed below, and (ii) thereafter prior to each Subsequent Year, the parties
shall mutually agree upon both a redemption percentage (or percentages) and
whether such percentage(s) shall be applied at the Macy's retail division or
Cardholder Level for such Subsequent Year (which percentage(s)  may, in the
parties' discretion, be determined by consideration of such factors as actual
performance and projected trends).






	
  %

  	
  Cardholder Level

  	
  %

  	
  Cardholder Level

  
	
  92%

  	
  Macy's Elite Visa

  	
  92%

  	
  Bloomingdale's
  Ultimate Premier Visa

  
	
  92%

  	
  Macy's Platinum Visa

  	
  92%

  	
  Bloomingdale's
  Premier Visa

  
	
  73%

  	
  Macy's Gold Visa

  	

  	

  
	

  	

  	

  	

  





'Prior Review Year' means any period of time which
the parties review for actual redemption performance.   




'Reward Redemption Settlement Sheet' means a
settlement sheet on which the parties make the true-up described below in this
subsection (d), including, if chosen by the parties, the Year End Settlement
Sheet.   




'Subsequent Year' means any period of time for which
the parties set new redemption percentages.   




(d) When the parties set redemption percentages for any
Subsequent Year which commences on or after February 4, 2007, the parties shall
also decide whether, for that Subsequent Year, the new redemption percentages
shall apply to Cardholder Levels or shall apply to Macy's retail divisions.  




If, as of the end of any Prior Review Year, the actual
redemption percentage for any Cardholder Level or Macy's retail division (as
the case may be) exceeds the Assumed Redemption Percentage for such Prior
Review Year, the Reward Redemption Settlement Sheet shall indicate the amount
of excess, and Bank shall make a payment to Macy's equal to the amount of such
excess multiplied by the aggregate amount of Earned Rewards in respect of such Cardholder Level or Macy's retail division in such Review Year, which will be
included in the Program P&L solely with respect to General Purpose
Accounts.   If, as of the end of any Prior Review Year, the actual redemption
percentage for any Cardholder Level or Macy's retail division (as the case may
be) is less than the Assumed Redemption Percentage for such Prior Review Year,
the Reward Redemption Settlement Sheet shall indicate the amount of such
difference, and Macy's shall make a payment to Bank equal to the amount of such
difference multiplied by the aggregate amount of Earned Rewards in respect of
such Cardholder Level or Macy's retail division in such Prior Review Year,
which will be included in the Program P&L solely with respect to General
Purpose Accounts. "