FEDERATED DEPARTMENT STORES, INC. FEDERATED RETAIL HOLDINGS, INC. August 30, 2005

EXHIBIT 10.5

FEDERATED DEPARTMENT STORES, INC.
FEDERATED RETAIL HOLDINGS, INC.

August 30, 2005

Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen,

Federated Department Stores, Inc., as the issuer of short-term promissory notes ("Federated"), and Citibank, N.A., as agent in connection therewith ("Citibank"), are parties to a Commercial Paper Issuing and Paying Agent Agreement, dated as of January 30, 1997 (the "Agent Agreement"). Effective as of the date hereof, Federated Retail Holdings, Inc., a New York corporation and wholly owned subsidiary of Federated ("Federated Holdings"), is hereby substituted for Federated in the Agent Agreement with the same effect as if Federated Holdings had been named in the Agent Agreement as the "Company" party thereto. Accordingly, Federated Holdings hereby assumes all of the obligations and covenants of Federated under the Agent Agreement, and Federated is hereby relieved of all of its obligations and covenants under the Agent Agreement.

All descriptions of and references to the short-term promissory notes to be issued by Federated Holdings as set forth in the Agent Agreement, including in Sections 2 and 3(B) thereof, are hereby amended to permit the issuance of short-term promissory notes having maturities of 397 days or less and bearing interest at a fixed rate or at a floating rate.

In addition, Federated Holdings hereby agrees to become party to the Citi Treasury Manager ("CTM") Agreement with Citibank, and, pursuant thereto, Citibank will accept issuance and payment instructions for the short-term promissory notes issued by Federated Holdings through CTM from any of the officers and employees of Federated Holdings listed on the incumbency certificate attached hereto as Exhibit A (the "Authorized Agents"), which certificate includes specimens of the signatures of the Authorized Agents.

This letter agreement shall be construed as supplemental to the Agent Agreement and all of the provisions of this letter agreement shall be deemed to be part of the terms and conditions of the Agent Agreement. The Agent Agreement is hereby incorporated by reference in this letter agreement and, subject to the immediately preceding sentence, ratified, confirmed and approved.

Please confirm your agreement and acceptance of the foregoing by signing where indicated below. This letter agreement may be executed in any number of counterparts, each of which shall be an original, but which counterparts shall together constitute but one and the same instrument.

Federated Department Stores, Inc.

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: EVP and CFO

Federated Retail Holdings, Inc.

By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President

AGREED TO AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN:

Citibank, N.A.

By:  /s/ Xxxxx Xxxxx
Name:  Xxxxx Xxxxx
Title:  Assistant Vice President

EXHIBIT A

Authorized agents
Incumbency Certificate

See attached document

FEDERATED RETAIL HOLDINGS, INC.

Authorized Agents
Incumbency Certificate

I, Padma Xxxxx Xxxxxxxx, do hereby certify that I am the duly elected, qualified and acting Secretary of Federated Retail Holdings, Inc., a New York corporation (the "Company"). I further certify that the persons listed below (the "Authorized Agents") are authorized individually by the Company to deliver issuance and payment instructions in connection with the proposed issuance of short-term promissory notes (the "Notes") by the Company pursuant to the Issuing and Paying Agent Agreement, dated January 31, 1997, as amended by the letter agreement dated as of August 30, 2005, between the Company and Citibank, N.A. The Authorized Agents hold the offices of the Company set forth opposite their names and the specimen of their signatures set forth below are true specimens thereof.

Name	Title	Signature
Xxxxx X. Xxxxxx	Vice President	/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx	Vice President and Treasurer	/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx	Assistant Treasurer	/s/ Xxxxx X. Xxxxxx
Xxxxx Xxxxxx	Authorized Agent	/s/ Xxxxx Xxxxxx
Xxxx Xxxx	Authorized Agent	/s/ Xxxx Xxxx

This Incumbency Certificate may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be considered to be one document.

IN WITNESS WHEREOF, the undersigned has duly executed this Incumbency Certificate of Federated Retail Holdings, Inc. as of August 30, 2005.

/s/ Xxxxx Xxxxx Cariarppa
Name: Padma Xxxxx Xxxxxxxx
Title: Secretary