Exhibit 10.40.6



 







Exhibit 10.40.6




AMENDMENT TO

FEDERATED DEPARTMENT STORES, INC.

PROFIT SHARING 401(k) INVESTMENT PLAN




            The Federated Department Stores, Inc. Profit Sharing 401(k) Investment Plan (the “Plan”) is
hereby amended, effective as of March 28, 2005 and in order (i) to reduce to $1,000 from $5,000 the
cashout limit of any participant’s benefit under the Plan (the lump sum amount of such benefit
below which such benefit may automatically be cashed out to the participant without his or her
consent) but (ii) to continue to limit to a lump sum payment the form in which any participant’s
benefit may be paid when the lump sum value of such benefit at the time it is to be paid under the
terms of the Plan is $5,000 or less, in the following respects.




1. Section 8.1.3 of the Plan is amended in its entirety to read as follows.




     8.1.3 Notwithstanding the provisions of Section 8.1.2 above, such benefit shall
automatically be paid, with no direction or consent of the Participant being
required, within a reasonable administrative period after the date the Participant
ceases to be an Employee if (1) the lump sum amount of such benefit is then
determined to be $1,000 or less, (2) such benefit has not begun to be paid to the
Participant prior to March 28, 2005, and (3) the Participant’s ceasing to be an
Employee occurs prior to his or her Required Commencement Date; except that such
benefit shall in no event be paid later than the Participant’s Required Commencement
Date.




2. Section 8A.3.4 of the Plan is amended in its entirety to read as follows.




     8A.3.4 Notwithstanding any other provision of the Plan to the contrary, the
applicable Participant may not elect to receive his or her Savings Benefit (or any
part of such benefit) in an Annuity form if (1) the value of such benefit (or such
part) at the time it is determined for distribution purposes, when added to the
value of any benefit under Section 8B below which the Participant also is to receive
in an Annuity form, is $5,000 or less and (2) such benefit has not begun to be paid
to the Participant prior to March 28, 2005. Instead, in such case such benefit
shall be distributed in a lump sum payment in accordance with the provisions of
Section 8A.2 above.




3. Section 8A.8.6 of the Plan is amended in its entirety to read as follows.




     8A.8.6 Notwithstanding the foregoing provisions of this Section 8A.8, if (1)
the value of the Participant’s Savings Benefit as of his or her Required
Commencement Date, when added to the value of any benefit under Section 8B below
which the Participant also is to receive, is $5,000 or less and (2) his or her
Savings Benefit has not begun to be paid to the Participant prior to March 28,



1









 







2005, then his or her Savings Benefit shall be distributed in the normal form
set forth in Section 8A.2 above instead of the Installment/Lump Sum Form.




4. Section 8B.7.1 of the Plan is amended in its entirety to read as follows.




     8B.7.1 Notwithstanding any other provision of the Plan to the contrary, when a
Participant’s Profit Sharing Benefit has not begun to be paid to the Participant
prior to March 28, 2005, the Participant shall automatically receive such Profit
Sharing Benefit in the form of a lump sum payment (and not in any Annuity form)
unless the value of such benefit at the time it is processed for distribution, when
added to the value of any benefit under Section 8A above which the Participant
elects to receive in an Annuity form, is in excess of $5,000.



            5. A new Section 8B.8.8 reading as follows is added to the Plan immediately after Plan Section
8B.8.7.




     8B.8.8 Notwithstanding the foregoing provisions of this Section 8B.8, if (1)
the value of the Participant’s Profit Sharing Benefit as of his or her Required
Commencement Date, when added to the value of any benefit under Section 8A above
which the Participant also is to receive, is $5,000 or less and (2) his or her
Profit Sharing Benefit has not begun to be paid to the Participant prior to March
28, 2005, then his or her Profit Sharing Benefit shall be distributed in the lump
sum payment form described in Section 8B.7 above instead of the Installment/Lump Sum
Form.



            IN ORDER TO EFFECT THE FOREGOING PLAN REVISIONS, the sponsor of the Plan hereby signs this
Plan amendment effective for all purposes as of March 28, 2005.



	 	 	 
	 

	 	FEDERATED DEPARTMENT STORES,
	 

	 	INC.
	 
	 

	 	By: /s/ David W. Clark
	 

	 	Title: SVP Human Resources
	 
	 

	 	Date: March 30, 2005







2