Exhibit 10.40.5



 







Exhibit 10.40.5




AMENDMENT TO

FEDERATED DEPARTMENT STORES, INC.

PROFIT SHARING 401(k) INVESTMENT PLAN




IRS Revenue Procedure 2002-29

Amendment Regarding Required Minimum Distributions



This amendment to the Federated Department Stores, Inc. Profit Sharing 401(k) Investment Plan (the
“Plan”) is hereby adopted for the purpose of complying with final and temporary regulations under
section 401(a)(9) of the Internal Revenue Code of 1986, as amended (the “Code”). This amendment
shall add to the end of the Plan an Article A reading in the manner set forth below.



The provisions of such Article A are intended solely to ensure that the Plan satisfies the
requirements of Code section 401(a)(9). The provisions of such Article A do not by themselves
create any standard or optional distribution forms that are not otherwise available under the other
provisions of the Plan without regard to such Article A; instead they generally only set the
deadlines by which distributions required to satisfy Code section 401(a)(9) must begin and the
minimum amounts that must be paid in certain situations. Further, the provisions of such Article A
shall not increase the amount of any Plan participant’s benefit under the terms of the Plan or the
extent to which any participant is vested in such benefit.




ARTICLE A — MINIMUM DISTRIBUTION REQUIREMENTS




Section 1 — General Rules



1.1 Effective Date. Unless an earlier effective date is specified in the adoption
agreement that is a part of this Article A (the “adoption agreement”), the provisions of this
article shall apply for purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.



1.2 Coordination With Minimum Distribution Requirements Previously In Effect. If the
adoption agreement specifies an effective date of this article that is earlier than calendar years
beginning with the 2003 calendar year, required minimum distributions for 2002 under this article
shall be determined as follows. If the total amount of 2002 required minimum distributions under
the Plan made to a distributee prior to the effective date of this article equals or exceeds the
required minimum distributions determined under this article, then no additional distributions
shall be required to be made for 2002 on or after such date to the distributee. If the total
amount of 2002 required minimum distributions under the Plan made to a distributee prior to the
effective date of this article is less than the amount determined under this article, then required
minimum distributions for 2002 on and after such date shall be determined so that the total amount
of required minimum distributions for 2002 made to the distributee shall




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be the amount determined under this article.



1.3 Precedence. The requirements of this article shall take precedence over any
inconsistent provisions of the Plan.



1.4 Requirements Of Treasury Regulations Incorporated. All distributions required under
this article shall be determined and made in accordance with the Treasury regulations under section
401(a)(9) of the Code.



1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this
article, distributions may be made under a designation made before January 1, 1984, in accordance
with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions
of the Plan, if any, that relate to section 242(b)(2) of TEFRA.




Section 2 — Time and Manner of Distribution



2.1 Required Beginning Date. A Plan participant’s entire interest shall be distributed, or
begin to be distributed, to the participant no later than the participant’s required beginning
date.



2.2 Death Of Participant Before Distributions Begin. If a Plan participant dies before
distributions begin, the participant’s entire interest shall be distributed, or begin to be
distributed, no later than as follows:




     (a) If the participant’s surviving spouse is the participant’s sole designated beneficiary,
then, except as provided in the adoption agreement, distributions to the surviving spouse shall
begin no later than December 31 of the calendar year immediately following the calendar year in
which the participant died (or, if later and if otherwise permitted by the terms of the Plan that
precede this Article A, by December 31 of the calendar year in which the participant would have
attained age 70-1/2).



     (b) If the participant’s surviving spouse is not the participant’s sole designated
beneficiary, then, except as provided in the adoption agreement, distributions to the designated
beneficiary shall begin no later than December 31 of the calendar year immediately following the
calendar year in which the participant died.



     (c) If there is no designated beneficiary as of September 30 of the year following the year of
the participant’s death, the participant’s entire interest shall be distributed no later than
December 31 of the calendar year containing the fifth anniversary of the participant’s death.



     (d) If the participant’s surviving spouse is the participant’s sole designated beneficiary and
the surviving spouse dies after the participant but before distributions to the surviving spouse
begin, this section 2.2, other than section 2.2(a), shall apply as if the surviving spouse were the
participant.



     For purposes of this section 2.2 and section 4, unless section 2.2(d) applies, distributions are
considered to begin on the participant’s required beginning date. If section 2.2(d) applies,



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distributions are considered to begin on the date distributions are required to begin to the
surviving spouse under section 2.2(a). If distributions under an annuity purchased from an
insurance company irrevocably commence to the participant before the participant’s required
beginning date (or to the participant’s surviving spouse before the date distributions are required
to begin to the surviving spouse under section 2.2(a)), the date distributions are considered to
begin is the date distributions actually commence.



2.3 Forms Of Distribution. Unless a Plan participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the required
beginning date, as of the first distribution calendar year distributions shall be made in
accordance with sections 3 and 4 of this article. If the participant’s interest is distributed in
the form of an annuity purchased from an insurance company, distributions thereunder shall be made
in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations
issued thereunder.




Section 3 — Required Minimum Distributions During Participant’s Lifetime



3.1 Amount Of Required Minimum Distribution For Each Distribution Calendar Year. During a
Plan participant’s lifetime, the minimum amount that must be distributed for each distribution
calendar year is the lesser of:




     (a) the quotient obtained by dividing the participant’s account balance by the distribution
period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the participant’s age as of the participant’s birthday in the distribution
calendar year; or



     (b) if the participant’s sole designated beneficiary for the distribution calendar year is the
participant’s spouse, the quotient obtained by dividing the participant’s account balance by the
number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the participant’s and spouse’s attained ages as of the participant’s and
spouse’s birthdays in the distribution calendar year.


3.2 Lifetime Required Minimum Distributions Continue Through Year Of Participant’s Death.
Required minimum distributions shall be determined under this section 3 beginning with the first
distribution calendar year and up to and including the distribution calendar year that includes the
participant’s date of death.




Section 4 — Required Minimum Distributions After Participant’s Death



4.1 Death On Or After Date Distributions Begin.




     (a) Participant Survived By Designated Beneficiary. If a Plan participant dies on or
after the date distributions begin and there is a designated beneficiary, the minimum amount that
must be distributed for each distribution calendar year after the year of the participant’s death
is the quotient obtained by dividing the participant’s account balance by the longer of the
remaining life expectancy of the participant or the remaining life expectancy of the



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participant’s designated beneficiary, determined as follows:




          (1) The participant’s remaining life expectancy is calculated using the age of the participant
in the year of death, reduced by one for each subsequent year.




          (2) If the participant’s surviving spouse is the participant’s sole designated beneficiary,
the remaining life expectancy of the surviving spouse is calculated for each distribution calendar
year after the year of the participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year. For distribution calendar years after the year of the surviving spouse’s
death, the remaining life expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by
one for each subsequent calendar year.




          (3) If the participant’s surviving spouse is not the participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of
the beneficiary in the year following the year of the participant’s death, reduced by one for each
subsequent year.




     (b) No Designated Beneficiary. If a Plan participant dies on or after the date
distributions begin and there is no designated beneficiary as of September 30 of the year after the
year of the participant’s death, the minimum amount that must be distributed for each distribution
calendar year after the year of the participant’s death is the quotient obtained by dividing the
participant’s account balance by the participant’s remaining life expectancy calculated using the
age of the participant in the year of death, reduced by one for each subsequent year.


4.2 Death Before Date Distributions Begin.




     (a) Participant Survived by Designated Beneficiary. Except as provided in the
adoption agreement, if a Plan participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that must be distributed for each distribution calendar
year after the year of the participant’s death is the quotient obtained by dividing the
participant’s account balance by the remaining life expectancy of the participant’s designated
beneficiary, determined as provided in section 4.1.



     (b) No Designated Beneficiary. If a Plan participant dies before the date
distributions begin and there is no designated beneficiary as of September 30 of the year following
the year of the participant’s death, distribution of the participant’s entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary of the participant’s
death.



     (c) Death Of Surviving Spouse Before Distributions To Surviving Spouse Are Required To
Begin. If a Plan participant dies before the date distributions begin, the participant’s
surviving spouse is the participant’s sole designated beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse under section 2.2(a), this
section 4.2 shall apply as if the surviving spouse were the participant.



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Section 5 — Definitions



5.1 Designated Beneficiary. The individual who is designated as the beneficiary under
section 9.6 or 9A.9 of the Plan and is the designated beneficiary under section 401(a)(9) of the
Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.



5.2 Distribution Calendar Year. A calendar year for which a minimum distribution is
required. For distributions beginning before a Plan participant’s death, the first distribution
calendar year is the calendar year immediately preceding the calendar year which contains the
participant’s required beginning date. For distributions beginning after the participant’s death,
the first distribution calendar year is the calendar year in which distributions are required to
begin under section 2.2. The required minimum distribution for the participant’s first
distribution calendar year must be made on or before the participant’s required beginning date.
The required minimum distribution for other distribution calendar years, including the required
minimum distribution for the distribution calendar year in which the participant’s required
beginning date occurs, must be made on or before December 31 of that distribution calendar year.



5.3 Life Expectancy. Life expectancy as computed by use of the Single Life Table in
section 1.401(a)(9)-9 of the Treasury regulations.



5.4 Participant’s Account Balance. The account balance as of the last valuation date in
the calendar year immediately preceding the distribution calendar year (valuation calendar year)
increased by the amount of any contributions made and allocated or forfeitures allocated to the
account balance as of dates in the valuation calendar year after the valuation date and decreased
by distributions made in the valuation calendar year after the valuation date. The account balance
for the valuation calendar year includes any amounts rolled over or transferred to the Plan either
in the valuation calendar year or in the distribution calendar year if distributed or transferred
in the valuation calendar year.



5.5 Required Beginning Date. The date specified in section 8.2 of the Plan.




ADOPTION AGREEMENT FOR ARTICLE A



(Check and complete section 1 below if any required minimum distributions for the 2002 distribution
calendar year were made in accordance with the section 401(a)(9) Final and Temporary Treasury
Regulations.)



Section 1. Effective Date Of Plan Amendment For Section 401(a)(9) Final And Temporary Treasury
Regulations.



                    
Article A, Minimum Distribution Requirements, applies for purposes of determining required
minimum distributions for distribution calendar years beginning with the 2003 calendar year, as
well as required minimum distributions for the 2002 distribution calendar year that are made on or
after                                         .




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(Check and complete any of the remaining sections if any of the rules in sections 2.2 and 4.2 of
Article A of the Plan are to be modified.)



Section 2. Election To Apply 5-Year Rule To Distributions To Designated Beneficiaries.



                    
If a Plan participant dies before distributions begin and there is a designated beneficiary,
distribution to the designated beneficiary is not required to begin by the date specified in
section 2.2 of Article A of the Plan, but the participant’s entire interest shall be distributed to
the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of
the participant’s death. If the participant’s surviving spouse is the participant’s sole
designated beneficiary and the surviving spouse dies after the participant but before distributions
to either the participant or the surviving spouse begin, this election shall apply as if the
surviving spouse were the participant.



This election shall apply to:



                    
All distributions.



                    
The following distributions:                                                                                 .



Section 3. Election To Allow Participants Or Beneficiaries To Elect 5-Year Rule.



                    
Plan Participants or beneficiaries may elect on an individual basis whether the 5-year rule or
the life expectancy rule in sections 2.2 and 4.2 of Article A of the Plan applies to distributions
after the death of a participant who has a designated beneficiary. The election must be made no
later than the earlier of September 30 of the calendar year in which distribution would be required
to begin under section 2.2 of Article A of the Plan, or by September 30 of the calendar year which
contains the fifth anniversary of the participant’s (or, if applicable, surviving spouse’s) death.
If neither the participant nor beneficiary makes an election under this paragraph, distributions
shall be made in accordance with sections 2.2 and 4.2 of Article A of the Plan and, if applicable,
the elections in section 2 above.



Section 4. Election To Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule
To Elect Life Expectancy Distributions.



                     A designated beneficiary who is receiving payments under the 5-year rule may make a new
election to receive payments under the life expectancy rule until December 31, 2003, provided that
all amounts that would have been required to be distributed under the life expectancy rule for all
distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the
end of the 5-year period.




[Signature Page Follows This Page]




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     IN ORDER TO EFFECT THE FOREGOING PLAN CHANGES, Federated Department Stores, Inc., the Plan
sponsor, has caused its name to be subscribed to this Plan amendment.



	 	 	 	 	 	 	 
	 	 	FEDERATED DEPARTMENT STORES, INC.  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David W. Clark	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	SVP Human Resources	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:
	 	December 31, 2003	 	 
	 
	 	 	 	 	 	 
	CinLibrary/1344455.2
	 	 	 	 	 	 
	2921118/0336949
	 	 	 	 	 	 







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