Exhibit 10.40.03



 







Exhibit 10.40.3




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 3, 2003 and in order to reflect the merger of a plan into
the Plan, by adding a new Section 15.19 reading as follows to the end of Section 15 of the Plan:




     15.19 Merger of Surviving Fingerhut Plan Into This Plan. The
Fingerhut Corporation Profit Sharing and 401(k) Savings Plan, the Fingerhut
Corporation Retirement Plan, and the TDI Bargaining Unit Retirement Plan (each of
which is a profit sharing and/or 401(k) plan and each of which is, for purposes of
this Section 15.19, referred to as a “Merged Fingerhut 401(k) Profit Sharing Plan”)
and the Fingerhut Corporation Fixed Contribution Retirement Plan (which is a money
purchase pension plan and which is, for purposes of this Section 15.19, referred to
as the “Merged Fingerhut Money Purchase Plan”) have been merged into one of such
plans (which is the Fingerhut Corporation Profit Sharing and 401(k) Savings Plan
and which after such merger is, for purposes of this Section 15.19, referred to as
the “Surviving Fingerhut Plan”) effective as of February 3, 2003. In addition, the
Surviving Fingerhut Plan shall, immediately after the merger described in the
immediately preceding sentence, in turn be merged into this Plan effective as of
February 3, 2003. The Surviving Fingerhut Plan, each Merged Fingerhut 401(k)
Profit Sharing Plan, and the Merged Fingerhut Money Purchase Plan is or has been
maintained by CF Companies, Inc. (which previously was named Fingerhut
Corporation), which, since March 18, 1999, has been an Affiliated Employer.




     15.19.1 Any person who has an account held under the Surviving Fingerhut Plan
at the time of the merger of such plan into this Plan (for purposes of this Section
15.19, a “merged participant”) shall, consistent with the other provisions of this
Plan:




          (a) Have the portions of his or her accounts held under the Surviving
Fingerhut Plan that are attributable to amounts which were contributed to such plan
or any Merged Fingerhut 401(k) Profit Sharing Plan by or at the election of the
merged participant (not including matching-type contributions), if any, transferred
to this Plan and allocated for his or her benefit to a Savings Account under this
Plan;




          (b) Have the portions of his or her accounts held under the Surviving
Fingerhut Plan that are attributable to amounts which were



 









 






contributed to such plan or any Merged Fingerhut 401(k) Profit Sharing Plan
under the matching contribution portions of such plan, if any, transferred to this
Plan and allocated for his or her benefit to a Matching Account under this Plan;




          (c) Have the portions of his or her accounts held under the Surviving
Fingerhut Plan that are attributable to amounts which were contributed to any
Merged Fingerhut 401(k) Profit Sharing Plan under the regular profit sharing
contribution portions of such plan (i.e., the part of such plan which is
not attributable to contributions made by or at the election of a participant or to
matching contributions made with respect to such participant-elected
contributions), if any, transferred to this Plan and allocated for his or her
benefit to a Retirement Income Account under this Plan; and




          (d) Have the portions of his or her accounts held under the Surviving
Fingerhut Plan that are attributable to amounts which were contributed to the
Merged Fingerhut Money Purchase Plan, if any, transferred to this Plan and
allocated for his or her benefit to a Retirement Income Account under this Plan.




Except as is otherwise provided in, and subject to, the following provisions of
this Section 15.19, the provisions of this Plan which deal with investments,
allocations of earnings and losses, vesting, and distributions of amounts that are
allocated to any Account under this Plan shall apply to the amounts that are
transferred for the benefit of the merged participant from the Surviving Fingerhut
Plan to this Plan and allocated to such Account.




     15.19.2 No Loss of Vesting Rights. Notwithstanding any other
provision of this Plan to the contrary, any merged participant shall be 100% vested
in the portion of any Account under this Plan that is attributable to amounts
transferred for the benefit of the merged participant from the Surviving Fingerhut
Plan to this Plan.




     15.19.3 No Loss of Optional Benefit Forms. Notwithstanding any other
provision of this Plan to the contrary, the transfer of all amounts transferred for
the benefit of the merged participant from the Surviving Fingerhut Plan to this
Plan (or from any Merged Fingerhut 401(k) Profit Sharing Plan and the Merged
Fingerhut Money Purchase Plan to the Surviving Fingerhut Plan) shall not cause any
optional forms of benefit which were applicable to any portion of such amounts to
be eliminated in connection with the distribution of the merged participant’s
Accounts under this Plan.




     15.19.4 Compliance With Plan’s Merger Rules. The requirements of
Section 15.2 above (that applies to mergers) shall apply to and be met by the
merger of the Surviving Fingerhut Plan into this Plan.



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     15.19.5 No Change in Plan Year of Surviving Fingerhut Plan and Aggregation
of Surviving Fingerhut Plan and This Plan For Nondiscrimination Tests. The
plan year of the Surviving Fingerhut Plan (and each Merged Fingerhut 401(k) Profit
Sharing Plan and the Merged Fingerhut Money Purchase Plan) and the Plan Year of
this Plan as of the effective date of the merger of the Surviving Fingerhut Plan
into this Plan are each a calendar year. As a result, such merger shall not be
deemed to have changed the plan year of the Surviving Fingerhut Plan (or any Merged
Fingerhut 401(k) Profit Sharing Plan or the Merged Fingerhut Money Purchase Plan)
or the Plan Year of this Plan. In addition, for purposes of Sections 4A, 4B, and
5A above (which contain average actual deferral percentage restrictions, excess
deferral distribution rules, and average actual contribution percentage
restrictions in order to help meet the requirements of Sections 401(k)(3), 402(g),
and 401(m)(2) of the Code) and the analogous provisions of the Surviving Fingerhut
Plan and any Merged Fingerhut 401(k) Profit Sharing Plan that are intended to
reflect the requirements of Sections 401(k)(3), 402(g), and 401(m)(2) of the Code:




          (a) Each of the Surviving Fingerhut Plan and each Merged Fingerhut 401(k)
Profit Sharing Plan shall be considered as if it had been part of this Plan with
respect to the Plan Year which ends December 31, 2003;




          (b) The employers that maintain or participate in the Surviving Fingerhut Plan
and/or any Merged Fingerhut 401(k) Profit Sharing Plan during the period that
begins on January 1, 2003 and ends on the effective date of the merger of the
Surviving Fingerhut Plan into this Plan (for purposes of this Section 15.19.5, the
“pre-merger 2003 period”) shall be considered as if they had been part of the
Employer (as defined in this Plan) for such period;




          (c) Persons who were participants in the Surviving Fingerhut Plan or any
Merged Fingerhut 401(k) Profit Sharing Plan at any time during the pre-merger 2003
period shall be considered as Participants in this Plan for such period;




          (d) Any contributions made at the election of a merged participant under the
Surviving Fingerhut Plan or any Merged Fingerhut 401(k) Profit Sharing Plan with
respect to pay days occurring during the pre-merger 2003 period and which would be
considered as Pre-Tax Savings Contributions for the Plan Year which ends December
31, 2003 if they had been made under this Plan (for purposes of this Section
15.19.5, “pre-merger 2003 period pre-tax savings contributions”) shall be treated
as Pre-Tax Savings Contributions of the merged participant under this Plan for the
Plan Year which ends December 31, 2003 (and, with respect to such Plan Year, shall
be subject to the provisions of Sections 4A and 4B above instead of the analogous
provisions of the Surviving Fingerhut Plan or any Merged Fingerhut 401(k) Profit
Sharing Plan that are intended to reflect the requirements of Sections 401(k)(3)
and 402(g) of the Code); and



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          (e) Contributions which are allocated under the Surviving Fingerhut Plan or
any Merged Fingerhut 401(k) Profit Sharing Plan by reason of a merged participant’s
pre-merger 2003 period pre-tax savings contributions and which would be considered
as Matching Contributions for the Plan Year which ends December 31, 2003 if they
had been made under this Plan shall be treated as Matching Contributions for the
benefit of the merged participant under this Plan for the Plan Year which ends
December 31, 2003 (and, with respect to such Plan Year, shall be subject to the
provisions of Section 5A above instead of the analogous provisions of the Surviving
Fingerhut Plan or any Merged Fingerhut 401(k) Profit Sharing Plan that are intended
to reflect the requirements of Section 401(m)(2) of the Code).




     15.19.6 This Plan is the Surviving Plan. Subject to the foregoing
provisions of this Section 15.19, upon the merger of the Surviving Fingerhut Plan
into this Plan, this Plan shall be the surviving plan and the provisions herein
shall control all aspects of the surviving plan.



     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 this 3rd day of
February, 2003, and this amendment shall supersede any Plan amendment that was adopted by the Plan
sponsor before the adoption of this amendment and that concerned the merger of any plan maintained
by CF Companies, Inc. into the Plan.



	 	 	 	 	 
	 	 	FEDERATED DEPARTMENT STORES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David W. Clark
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	SVP Human Resources
	 

	 	 	 	 





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