0000794367-05-000036 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 29th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • Delaware

This AGREEMENT (the "Agreement") is made as of [GRANT DATE] (the "Date of Grant") by and between FEDERATED DEPARTMENT STORES, INC., a Delaware corporation (the "Company"), and [NAME] (the "Optionee").

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REVISED EXHIBIT A to EMPLOYMENT AGREEMENT Dated as of March 1, 2003 between TERRY J. LUNDGREN AND FEDERATED CORPORATE SERVICES, INC.
Employment Agreement • March 29th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores

Annual Bonus: The annual bonus payable (if any) under the terms of the 1992 Incentive Bonus Plan (as such may be amended from time to time) of Federated Department Stores, Inc. ("Federated") will be based on performance goals established for the senior executives of the Employer on an annual basis by the Board of Directors of Federated or a Committee thereof, with the amount of bonus equal to a sliding percent of Employee's annual base compensation in effect as of the last day of the performance period based on performance against the targeted annual goals. Such sliding percent, and the targeted annual goals are set out in Schedule 1 hereto.

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