Department Stores National Bank





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").  


Further reference is made to that
certain agreement named "Department Stores National
Bank Co-Branded Payment Card Issuance Agreement" by and between DSNB and Visa
U.S.A. Inc. ("Visa")  ("New Co-Brand Agreement") entered into by DSNB and Visa
contemporaneously with the April 6, 2007 effective date of this restated letter
agreement (the "Letter Agreement").  




Capitalized terms used herein but
not defined herein shall have the meanings given to such terms in the Program
Agreement. 




1. New Co-Brand Agreement. DSNB
and the Macy's Companies agree as set forth in the attached Schedule with
respect to the New Co-Brand Agreement.




2. No Further Amendment.
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. Operating
Committee Approval. 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 where provided
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 to DSNB-FDSB
Letter Agreement 4/6/07 (Visa Co-Brand)




The terms "Visa Fees", "Program Accounts", "Incentive Fee",
"Branding Requirement" and "Term" as used in this Letter Agreement shall have
the meanings given to them in the New Co-Brand Agreement.




(a)  DSNB will, before entering into any amendment with
respect to the New Co-Brand Agreement, consult with the Macy's Companies
with regard to the same.  In addition, DSNB will
obtain the prior written consent of an Macy's Company before DSNB either
exercises or fails to exercise any rights under the New Co-Brand Agreement, or
agrees with Visa U.S.A., Inc. to modify the New
Co-Brand Agreement, in either event in any way that: (i) impacts the
fees charged to DSNB on Program Accounts and/or the Incentive Fee payable by
Visa under the New Co-Brand Agreement; (ii) waives, alters or limits Bank's
right to exclude Program Accounts from the New Co-Brand Agreement from the
Branding Requirement pursuant to Section 3.2 of the New Co-Brand Agreement;
(iii) waives, alters or limits the Macy's Companies' ability to issue non-Visa
branded general purpose debit accounts; or  (iv) extends, reduces or otherwise
affects the Term of the New Co-Brand Agreement; 


(b)  In the
event that DSNB is required to refund to Visa U.S.A., Inc. any Incentive Fees
paid to DSNB by Visa and passed by DSNB to the Macy's Companies as a result of
any action taken or not taken by DSNB at the written direction of the Macy's
Companies (the "Refund Amount"), the Macy's Companies will refund to DSNB the
amount of the Incentive Fees passed by DSNB to the Macy's Companies that
constitute the Refund Amount; 


(c)  In the
event that Visa should seek to alter, amend or terminate the New Co-Brand
Agreement as a result of the Macy's Companies' issuance of non-Visa-branded
general purpose debit accounts accessed by cards bearing the Macy's or
Bloomingdale's brands, the Macy's Companies shall cooperate with and assist
DSNB in negotiations with Visa to avoid such action by Visa, and shall consider
such limitations on its issuance of such debit accounts as are necessary to
avoid such Visa action; and


(d)   The Macy's Companies
shall provide all the reporting necessary in order to receive the Incentive
Fees from Visa pursuant to the New Co-Brand Agreement. As to all such
reporting, the Macy's Companies certify that such reporting shall be prepared
using commercially reasonably diligence in accordance with the records of the Macy's
Companies, and that, to the best of the Macy's Companies' knowledge, all such
reporting is accurate and complete. The Macy's Companies shall cooperate with
and assist DSNB in responding to any audit requested by Visa under the
provisions of the New Co-Brand Agreement.


(e)    For the
avoidance of doubt, the parties agree that any increases under the New Co-Brand
Agreement in Visa fees (including, but not limited to, VisaNet Processing
Guarantee Fees, Advertising and Marketing Service Fees, Merchant Incentive Fees
and Base I and II Fees) charged to DSNB (other than Service Fees on
Credit and Prepaid Sales which under the terms of the New Co-Brand Agreement
would result in adjustment of the Incentive Fees paid to DSNB) will be
considered part of the Actual Service Fees paid by DSNB for purposes of
calculating any Make Whole Payment under Schedule 9.3(c) of the Program
Agreement.