EX-10.32.9



 





Exhibit 10.32.9




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 in the following respects.



     1. Effective as of January 1, 2006, Section 5.1 of the Plan is amended in its entirety to read
as follows.




     5.1 Annual Amount of Matching Contributions. For each Plan Year which
ends after January 1, 2006, the Employer shall contribute amounts to the Trust in
addition to the Savings Contributions elected by Participants for such Plan Year.
Such additional contributions shall be referred to in the Plan as “Matching
Contributions.” Subject to the other provisions of the Plan, the amount of
Matching Contributions which shall be made by the Employer for any Plan Year which
ends after January 1, 2006 (for purposes of this Section 5.1, the “subject Plan
Year”) shall be the amount determined under the following provisions of this
Section 5.1.




          5.1.1 Subject to the provisions of Sections 5.1.2, 5.1.3, and 5.1.4 below, the
amount of Matching Contributions which shall be made by the Employer for the
subject Plan Year shall be determined by the Employer in its sole discretion and
set forth by resolution or other written action taken by the Board (or any
committee of the Board or officer or officers of Federated to which or whom the
powers described in this Section 5.1.1 are delegated by the Board) by the time by
which any Matching Contributions for the subject Plan Year must be made pursuant to
the provisions of Section 5.2 below. Notwithstanding the foregoing, if no such
resolution or other written action is so taken, then the amount of Matching
Contributions which shall be made by the Employer for the subject Plan Year shall
be the minimum amount of such contributions as determined under the provisions of
Section 5.1.2 below.




          5.1.2 In no event shall the amount of the Matching Contributions to be made by
the Employer for the subject Plan Year be less than a minimum amount as determined
under this Section 5.1.2. The minimum amount of the Matching Contributions to be
made by the Employer for the subject Plan Year shall be equal to 33-1/3% of the
aggregate amount of Basic Savings Contributions made for the subject Plan Year on
behalf of all Participants who are employed by the Employer as Covered Employees on
the last day of the subject Plan Year and who did not make any withdrawals during
the subject Plan Year from the portions of their Accounts which reflect their Basic
Savings Contributions.



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          5.1.3 Subject to the provisions of Sections 5.1.4 below, in no event shall the
amount of the Matching Contributions to be made by the Employer for the subject
Plan Year be greater than a maximum amount as determined under this Section 5.1.3.
The maximum amount of the Matching Contributions to be made by the Employer for the
subject Plan Year shall be equal to 100% of the aggregate amount of Basic Savings
Contributions made for the subject Plan Year on behalf of all Participants who are
employed by the Employer as Covered Employees on the last day of the subject Plan
Year and who did not make any withdrawals during the subject Plan Year from the
portions of their Accounts which reflect their Basic Savings Contributions.




          5.1.4 To the extent permitted by Section 8.6 below, any forfeitures arising
during the subject Plan Year shall be used to reduce and be substituted in place of
those Matching Contributions which both are otherwise required or determined for
the subject Plan Year under the foregoing provisions of this Section 5.1 and exceed
the amount of Matching Contributions which would be made for the subject Plan Year
if such amount were limited to the minimum amount described in Section 5.1.2 above.
For purposes of the foregoing provisions of this Section 5.1 and also for purposes
of Section 6.2 below (which concerns the allocation of Matching Contributions), any
forfeitures (or other amounts) which are used to reduce and substitute for any
Matching Contributions for the subject Plan Year shall be considered as if they
were such Matching Contributions for the subject Plan Year.



     2. Effective as of January 1, 2006, Section 6.2.2 of the Plan is amended in its entirety to
read as follows.




     6.2.2 The Matching Contributions made to the Trust for any Plan Year which
ends after January 1, 2006 (for purposes of this Section 6.2.2, the “subject Plan
Year”) shall be allocated among the Matching Accounts of the Participants who both
are employed as Covered Employees on the last day of the subject Plan Year and made
no withdrawal of Basic Savings Contributions from their Savings Accounts during the
subject Plan Year (for purposes of this Section 6.2.2, the “Eligible Participants”)
in accordance with the following provisions of this Section 6.2.2.




          (a) The Matching Contributions made for the subject Plan Year by reason of
Section 5.1 above shall first be allocated among the Matching Accounts of the
Eligible Participants in proportion to each Eligible Participant’s Basic Savings
Contributions made for the subject Plan Year, until each Eligible Participant’s
Matching Account has been allocated 33-1/3% of the Eligible Participant’s Basic
Savings Contributions made for the subject Plan Year.




          (b) Subject to the provisions of subparagraphs (i) and (ii) of this paragraph
(b), the portion of any Matching Contributions made for the subject Plan Year that
are not allocated in accordance with the provisions of paragraph (a) of this
Section 6.2.2 shall be allocated among the Matching



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Accounts of the Eligible Participants in proportion to each Eligible
Participant’s Adjusted Basic Savings Contributions made for the subject Plan Year.




               (i) Notwithstanding the foregoing provisions of this paragraph (b), no
Eligible Participant’s Matching Account shall be allocated an amount for the
subject Plan Year under this paragraph (b) to the extent that such amount would
cause the Eligible Participant’s Matching Account to be allocated in the aggregate
under paragraphs (a) and (b) of this Section 6.2.2 more than 100% of the Basic
Savings Contributions made for the subject Plan Year by or for such Eligible
Participant.




               (ii) To the extent the amounts otherwise to be allocated to any Eligible
Participants’ Matching Accounts under this paragraph (b) are limited by reason of
subparagraph (i) of this paragraph (b), the sum by which such amounts are so
limited (for purposes of this subparagraph (ii), the “reallocable sum”) shall be
allocated among the Matching Accounts of the remaining Eligible Participants (for
whom the amounts otherwise to be allocated to their Matching Accounts under this
paragraph (b) are not limited by reason of subparagraph (i) of this paragraph (b))
in proportion to each such remaining Eligible Participant’s Basic Savings
Contributions made for the subject Plan Year.




          (c) For purposes of paragraph (b) of this Section 6.2.2, an Eligible
Participant’s “Adjusted Basic Savings Contributions” for the subject Plan Year
means: (1) 100% of the Basic Savings Contributions made for the subject Plan Year
on behalf of the Eligible Participant if he or she has completed less than 15 years
of Vesting Service by the start of the subject Plan Year; or (2) 150% of the Basic
Savings Contributions made for the subject Plan Year on behalf of the Eligible
Participant if he or she has completed 15 or more years of Vesting Service by the
start of the subject Plan Year.



     3. Effective as of May 18, 2006, Section 6.13 of the Plan is amended in its entirety to read
as follows.




     6.13 Voting of Federated Common Shares Held in Investment Fund. Any
common shares of Federated (for purposes of this Section 6.13, “Common Shares”)
which are held in the Investment Fund that is described in Section 6B below as Fund
F (that invests primarily in Common Shares) shall be voted by the Trustee, on any
matter on which Common Shares have a vote (for purposes of this Section 6.13, the
“subject matter”), in the manner directed by the Participants pursuant to the
following provisions of this Section 6.13.




          6.13.1 Each Participant who has any portion of his or her Accounts invested in
Fund F as of the record date used by Federated to determine the Common Shares
eligible to vote on the subject matter (for purposes of this Section 6.13, the
“subject record date”) may direct the Trustee as to how a number of the Common
Shares held in Fund F as of the subject record date are to



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be voted on the subject matter. The number of Common Shares subject to the
Participant’s direction shall be equal to the product produced by multiplying the
total number of Common Shares held in Fund F as of the subject record date by a
fraction. Such fraction shall have a numerator equal to the value of the portion
of the Participant’s Accounts which are invested in Fund F determined as of the
subject record date and a denominator equal to the total value of Fund F as of the
subject record date.




          6.13.2 The Trustee shall vote those Common Shares held in Fund F for which a
vote on the subject matter is not determined under the provisions of Section 6.13.1
above (because certain Participants fail to direct the Trustee as to the manner in
which the Common Shares held in Fund F that are subject to their direction under
the provisions of Section 6.13.1 above are to be voted with respect to the subject
matter in accordance with the provisions of Section 6.13.1 above) in the same
proportions as it votes the Common Shares held in Fund F for which a vote on the
subject matter is determined under the provisions of Section 6.13.1 above.




          6.13.3 In connection with the vote of Common Shares held in Fund F with
respect to the subject matter, (1) the Trustee and the Committee shall take such
steps as are necessary to ensure that the applicable Participants who are entitled
to give voting instructions under the foregoing provisions of this Section 6.13
have received necessary and accurate information as to the subject matter, (2) the
Trustee and the Committee shall take such steps as are necessary to ensure that
such Participants are not subject to undue and improper pressure in making voting
instructions or to any other improper outside influences that would affect the
independence of such instructions, and (3) the Trustee and the Committee shall take
such steps as are necessary to ensure that the provisions of this Section 6.13 are
fairly implemented. Furthermore, in the event that the Trustee determines that the
vote of any number of Common Shares held in Fund F as to the subject matter in
accordance with the provisions of Section 6.13.2 above would otherwise violate the
provisions of Section 404(a) or any other section of ERISA, then, notwithstanding
the provisions of Section 6.13.2 above, the Trustee shall vote such Common Shares
(the vote for which under the provisions of Section 6.13.2 above would, as is
determined by the Trustee, otherwise violate Section 404(a) or any other section of
ERISA) in accordance with its own fiduciary determination and without regard to the
procedures described in Section 6.13.2 above.




          6.13.4 Before any annual or special meeting of Federated shareholders, the
Trustee, the Committee, or a Committee representative will send each Participant
who is entitled to direct the vote of any Common Shares held in Fund F on a matter
being voted on at such meeting a form allowing the Participant to instruct the
Trustee as to how to vote such Common Shares on such matter.



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



	 	 	 	 	 	 	 
	 	 	FEDERATED DEPARTMENT STORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ David W. Clark
 

Senior Vice President, Human Resources
	 	 
	 

	 	Date:
	 	August 29, 2006	 	 







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