Exhibit 10.40.8



 







Exhibit 10.40.8




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 February 1, 2006, in the following respects.




        1. Section 1.10.6 of the Plan is amended in its entirety to read as follows.





               1.10.6 Notwithstanding any of the foregoing provisions of this Section 1.10,
any person who on August 30, 2005 (the effective date of the May Company Merger)
was a May Company Defined Contribution Plan Active Participant shall not ever be
considered a Covered Employee for purposes of this Plan. Further and also
notwithstanding any of the foregoing provisions of this Section 1.10, any person
who, on any post-August 30, 2005 date that occurs prior to such person becoming on
or after August 30, 2005 either a May Company Defined Contribution Plan Active
Participant or a Federated Defined Contribution Plan Active Participant, is a May
Company Employee shall not be considered a Covered Employee for purposes of this
Plan on such date. Finally and also notwithstanding any of the foregoing
provisions of this Section 1.10, any person who was not a May Company Defined
Contribution Plan Active Participant on August 30, 2005 but who becomes a May
Company Defined Contribution Plan Active Participant on any date after August 30,
2005 (and has not on any prior post-August 30, 2005 date become a Federated Defined
Contribution Plan Active Participant) shall not ever be considered a Covered
Employee for purposes of this Plan. For purposes of this Section 1.10.6, the
following terms shall have the meanings indicated below.




                    (a) “May Company” means the corporation that, immediately prior to the May
Company Merger, was named The May Department Stores Company and had an employer
identification number (as assigned by the Internal Revenue Service) of 43-1104396.




                    (b) “May Company Employer” means each of May Company and each corporation,
partnership, or other organization other than May Company that, immediately prior
to the May Company Merger, was in a chain of corporations, partnerships, and/or
other organizations that began with May Company and in which at least 80% of the
voting interests in such corporation, partnership, or other organization in such
chain (other than May Company) was owned by May Company or another corporation,
partnership, or other organization in such chain.




                    (c) “May Company Merger” means the merger of May Company into a subsidiary of
Federated, the effective date of which was August 30, 2005.



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                    (d) “May Company Employee” means, as of any date, a person who on such date
(1) is a common law employee of any Associated Employer and (2) is working at or
assigned to an office, store, or other facility that had immediately prior to the
May Company Merger been an office, store, or other facility of a May Company
Employer.




                    (e) “May Company Defined Contribution Plan” means the defined contribution
plan (within the meaning of Section 414(i) of the Code) that immediately prior to
the May Company Merger was known as The May Department Stores Co. Profit Sharing
Plan, had May Company as its sponsor, and had been assigned a plan number (by May
Company) of 003, as such plan existed as of August 30, 2005 (the effective date of
the May Company Merger) and as it was or may be subsequently amended or renamed.




                    (f) “May Company Defined Contribution Plan Active Participant” means, as of
any date, a person who on such date (1) is a May Company Employee and (2) meets all
requirements of the May Company Defined Contribution Plan (including any minimum
service, age, entry date, and employee classification requirements of such plan) to
be a participant in such plan.




                    (g) “Federated Defined Contribution Plan Active Participant” means, as of any
date, a person who on such date (1) is a common law employee of the Employer, (2)
is not a May Company Employee, and (3) meets all requirements of this Plan
(including this Plan’s minimum service, age, entry date, and covered employee
classification requirements) to be a participant in this Plan.



        2. Section 1.13 of the Plan is amended in its entirety to read as follows.





               1.13
Employer — means, except as is otherwise provided in this Section
1.13, each corporation which is (and only during the period in which it is) a
member of a controlled group of corporations (within the meaning of Section 414(b)
of the Code) which includes Federated and each other corporation, partnership, or
other organization which is (and only during the period in which it is) part of a
group of trades or businesses under common control (within the meaning of Section
414(c) of the Code) with Federated. Except where the context otherwise is clear,
any reference to the Employer in this Plan shall be deemed to be referring
collectively to all of the corporations, partnerships, and other organizations
which comprise the Employer. Notwithstanding the foregoing, any corporation,
partnership, or other organization (for purposes of this Section 1.13, an “acquired
company”) that first becomes a member of a controlled group of corporations (within
the meaning of Section 414(b) of the Code) which includes Federated or a part of a
group of trades or businesses under common control (within the meaning of Section
414(c) of the Code) with Federated after the Effective Amendment Date as a result
of the acquisition by Federated and/or another member of the Employer of the stock
or interests of the acquired company or substantially all of the assets of a trade
or business



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previously operated by another organization shall not be considered a part of
the Employer unless and until the first date as of which both (1) the agreements by
which such stock, interests, or assets were acquired by Federated and/or another
member of the Employer do not require that the employees of the acquired company be
eligible to actively participate in another defined contribution plan (within the
meaning of Section 414(i) of the Code) maintained by the acquired company or
another Affiliated Employer (and do not otherwise prohibit the employees of the
acquired company from participating in the Plan) and (2) Federated has taken such
actions (such as, but not necessarily limited to, the providing of notices) so as
to clearly indicate that at least certain employees of the acquired company are
eligible to begin participating in the Plan as of such date.



        IN ORDER TO EFFECT THE FOREGOING PLAN REVISIONS, the sponsor of the Plan hereby signs this
Plan amendment.




	 	 	 
	 

	 	FEDERATED DEPARTMENT STORES,
	 

	 	INC.
	 
	 	 
	 

	 	By: David W. Clark
	 
	 	 
	 

	 	Title: SVP Human Resources
	 
	 	 
	 

	 	Date:                                                             







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