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FOURTH
AMENDMENT TO


CREDIT CARD PROGRAM AGREEMENT


 


This FOURTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT (this
“Fourth Amendment”) is  effective as of August 1, 2008 (the “Effective
Date”), by and among Macy's, Inc., f/k/a 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., f/k/a FACS Group, Inc., an Ohio corporation (“MCCS”),
Macy’s Department Stores, Inc., an Ohio corporation
(“Macy’s”), Bloomingdale’s, Inc., an Ohio corporation (“Bloomingdale’s”)
(collectively the "Macy's Companies"), and Department
Stores National Bank, a national banking association, as assignee of Citibank,
N.A. (“Bank”).  


 


WHEREAS, the Macy's Companies and Bank are parties to a
certain Credit Card Program Agreement dated as of June 1, 2005, as amended
pursuant to amendments effective October 24, 2005, May 19, 2006 and a restated
amendment effective February 3, 2008, respectively, and as further amended by
restated letter agreements effective December 18, 2006, March 22, 2007, April
6, 2007 and June 1, 2007, respectively (as so amended, the “Program
Agreement”), whereby Bank and the Macy's Companies operate a credit card
program (the "Program"), as more fully described in the
Program Agreement; 


 


WHEREAS, the parties hereto desire to amend the Program
Agreement in accordance with Section 18.5 of the Program Agreement, effective
as of the Effective Date.


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:


 


1.         Defined Terms.  Capitalized terms used without
definition in this Fourth Amendment have the meanings assigned to them in the
Program Agreement. 


 


2.         Amendment of Section 1.1.


 


(a)        Section 1.1 of the Program Agreement is hereby
amended by deleting in its entirety the term (and the related definition for)
“FDS Marketing Commitment”.


 


(b)              
 Section 1.1 of
the Program Agreement is hereby amended by deleting in its entirety the term
“Net Credit Sales” and substituting in its place the following new definition:


 


“Net Credit Sales” means, for any
Fiscal Year, Fiscal Month or Business Day, an amount equal to (i) gross credit
sales on Accounts (including gift card sales, sales tax, delivery charges,
Licensee sales and any other amount included in the full amount charged by
Cardholders) during such Fiscal Year, Fiscal Month or Business Day, minus
(ii) the sum of credits for returned goods and cancelled services and other
credits granted at the point of sale (such as concessions, discounts and
adjustments) on Accounts during such Fiscal Year, Fiscal Month or Business
Day.”


 


(c)        Section 1.1 of the Program Agreement is hereby
amended by deleting in its entirety the term (and the related definition for)
“FDS Revenue Share” and substituting in its place the following new definition:


 


“FDS Revenue Share” means the sum of
the Net Credit Sale Share and Additional Net Credit Sale Share payments (as set
forth on Schedule 9.3(a)(i)) plus the New Account Payments (as set forth
on Schedule 9.3(a)).” 


 


3.                 
Amendment
of Schedule 1.1(i).


 


Schedule 1.1(i) of the Program Agreement is hereby amended
by deleting it in its entirety the form of Program P&L contained in such
Schedule and replacing it with the new form of Program P&L, attached
hereto.  


 


4.                 
Amendment
of Schedule 1.1(l).  


 


Schedule 1.1(l) of the Program Agreement is hereby amended
by deleting it in its entirety and replacing it with the new Schedule 1.1(l),
attached hereto. 


 


5.                 
Amendment
of Section 3.2(d). 


 


Section 3.2(d) is hereby amended by adding to the end
thereof the following new subsection 3.2(d)(xv):


 


“(xv)     determine, on an annual basis as part of approving
the Budget and Business Plan, the amount of the Additional Net Credit Sale
Share payable pursuant to Schedule 9.3(a)(i).


 


6.                 
Amendment
of Schedule 3.2(f).


 


Schedule 3.2(f) of the Program Agreement is hereby amended
by deleting it in its entirety and replacing it with the new Schedule 3.2(f),
attached hereto. 


 


7.                 
Amendment
of Section 5.2.



 


Section 5.2 is hereby amended:


 


(a)                          
by deleting in
their  entirety subsections 5.2(a) and 5.2(b); and


 


(b)                          
by deleting in
its entirety subsection 5.2(d) and replacing it with the new Section 5.2(d) as
follows:


 


“(d) Any proposed expenditure in excess of the Additional
Marketing Commitment for any Fiscal Year shall require the prior approval of
the Operating Committee (which at the time of granting any such approval shall
approve the treatment of such excess expenditures).”


 


(c)                          
by deleting in
its entirety subsection 5.2(e) and replacing it with the new Section 5.2(e) as
follows:


 


“(e)            For the avoidance of doubt, except as
otherwise expressly provided in Section 5.4, the Additional Marketing
Commitment shall not be used to fund the activities described in Section 5.4 or
any other marketing initiatives approved by the Operating Committee pursuant to
a Marketing Plan that allocates such costs to Bank.”


 


8.                 
Amendment
of Schedule 9.2(a).


 


Schedule 9.2(a) of the Program Agreement is hereby amended
by deleting it in its entirety and replacing it with the new Schedule 9.2(a),
attached hereto.


 


9.                 
Amendment
of Schedule 9.3(a).


 


Schedule 9.3(a) of the Program Agreement is hereby amended
by deleting it in its entirety and replacing it with the new Schedule 9.3(a),
attached hereto.


 


10.       Amendment of Schedule 9.3(a)(i).


 


Schedule 9.3(a)(i) of the Program Agreement is hereby
amended by deleting it in its entirety and replacing it with the new Schedule
9.3(a)(i), attached hereto. 


 


11.       Capacity; Authorization; Validity.  


 


(a)        Macy's, Inc. hereby represents and warrants to
Bank as of the date hereof that:  


 


                        (i)  Each Macy's Company has all
necessary corporate or similar power and authority to (A) execute and enter
into this Fourth Amendment and (B) perform the obligations required of such
Macy's Company hereunder and the other documents, instruments and agreements to
be executed and delivered by such Macy's Company pursuant hereto.


 


                        (ii)  The execution and delivery by
the Macy's Companies of this Fourth Amendment and all documents, instruments
and agreements executed and delivered by the Macy's Companies pursuant hereto,
and the consummation by the Macy's Companies of the transactions specified
herein, have been duly and validly authorized and approved by all necessary
corporate or similar actions of the Macy's Companies.


 


                        (iii)  This Fourth Amendment (A) has
been duly executed and delivered by the Macy's Companies, (B) constitutes the
valid and legally binding obligation of the Macy's Companies, and (C) is
enforceable against the Macy's Companies in accordance with its terms (subject
to applicable bankruptcy, insolvency, reorganization, receivership or other
laws affecting the rights of creditors generally and by general equity
principles including those respecting the availability of specific
performance).


 


(b)        Bank hereby represents and warrants to the Macy's
Companies as of the date hereof:  


 


            (i)         Bank has all necessary corporate or
similar power and authority to (A) execute and enter into this Fourth Amendment
and (B) perform the obligations required of it hereunder and the other
documents, instruments and agreements to be executed and delivered by Bank
pursuant hereto.  


 


            (ii)        The execution and delivery by Bank
of this Fourth Amendment and all documents, instruments and agreements executed
and delivered by Bank pursuant hereto, and the consummation by Bank of the
transactions specified herein, has been duly and validly authorized and
approved by all necessary corporate or similar actions of Bank.  


 


            (iii)       This Fourth Amendment (A) has been
duly executed and delivered by Bank, (B) constitutes the valid and legally
binding obligation of Bank and (C) is enforceable against Bank in accordance
with its terms (subject to applicable bankruptcy, insolvency, reorganization,
receivership or other laws affecting the rights of creditors generally and by
general equity principles including those respecting the availability of
specific performance).


 


12.       Effect of Amendment.  This Fourth Amendment is effective
as of the Effective Date and is hereby incorporated into and made a part of the
Program Agreement.  Except as amended by this Fourth Amendment, all terms and
provisions of the Program Agreement shall continue and remain in full force and
effect and binding upon the Parties thereto.


 


13.       Binding Effect.  This Fourth Amendment shall be
binding in all respects and inure to the benefit of the successors and
permitted assigns of the parties hereto. 


 


14.       Governing Law.  This Fourth Amendment and all
rights and obligations hereunder, including matters of construction, validity
and performance, shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to contracts made to be performed within
such State and applicable federal law.


 


15.             
Counterparts/Facsimiles.  This Fourth Amendment 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 Fourth Amendment, 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.


 


[Signatures
appear on following page]






 


 


 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Fourth Amendment to
be duly executed as of the date first above written.


 


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


 

 


MACY'S, INC.


 


By:  /s/ Dennis J. Broderick

Name: Dennis J. Broderick

Title:  Senior Vice President, General Counsel & Secretary


 

 


FDS BANK


 


By:  /s/ Teresa Huxel

Name: Teresa Huxel

Title:  President


 


 


MACY'S CREDIT AND CUSTOMER SERVICES, 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


 


 


BLOOMINGDALES, INC.


 


By:  /s/ Dennis J. Broderick

Name: Dennis J. Broderick

Title:  Vice President