0000794367-05-000107 Sample Contracts

COMMERCIAL PAPER DEALER AGREEMENT [4(2) Program; Guaranteed] among Federated Retail Holdings, Inc., as Issuer, Federated Department Stores, Inc., as Guarantor and
Commercial Paper Dealer Agreement • August 30th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • New York

This agreement (the "Agreement") sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

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Contract
Guarantee Agreement • August 30th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • New York

GUARANTEE AGREEMENT dated as of August 30, 2005, among FEDERATED DEPARTMENT STORES, INC. FEDERATED RETAIL HOLDINGS, INC. and JPMORGAN CHASE BANK, N.A., as Paying Agent

COMMERCIAL PAPER DEALER AGREEMENT [4(2) Program; Guaranteed] among Federated Retail Holdings, Inc., as Issuer, Federated Department Stores, Inc., as Guarantor and Banc of America Securities LLC, as Dealer
Commercial Paper Dealer Agreement • August 30th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • New York

This agreement (the "Agreement") sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Contract
Accession Agreement • August 30th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • New York

ACCESSION AGREEMENT dated as of August 30, 2005, between FEDERATED RETAIL HOLDINGS, INC. and JPMORGAN CHASE BANK, N.A., as Paying Agent.

FEDERATED DEPARTMENT STORES, INC. FEDERATED RETAIL HOLDINGS, INC. August 30, 2005
Federated Department Stores Inc /De/ • August 30th, 2005 • Retail-department stores

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.

Contract
Bridge Credit Agreement • August 30th, 2005 • Federated Department Stores Inc /De/ • Retail-department stores • New York

BRIDGE CREDIT AGREEMENT dated as of August 30, 2005 among FEDERATED DEPARTMENT STORES, INC. FEDERATED RETAIL HOLDINGS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Administrative Agents and JPMORGAN CHASE BANK, N.A., as Paying Agent ___________________________ J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers

Federated Department Stores, Inc., Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company) and Tenth Supplemental Trust Indenture Dated as of August 30, 2005 Supplementing that certain Indenture between Federated Department Stores,...
Federated Department Stores Inc /De/ • August 30th, 2005 • Retail-department stores

TENTH SUPPLEMENTAL TRUST INDENTURE, dated as of August 30, 2005, by and among Federated Department Stores, Inc., a corporation duly organized and existing under the laws of the State of Delaware ("Federated"), Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company), a corporation duly organized and existing under the laws of the State of New York ("Federated Holdings"), and U.S. Bank National Association (as successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), a national banking association duly incorporated under the laws of the United States of America, as Trustee ("Trustee"), supplementing that certain Indenture, dated as of December 15, 1994, between Federated and Trustee (the "Base Indenture"), as such Base Indenture has been previously supplemented or amended from time to time (collectively, the "Prior Supplements"). The Base Indenture as supplemented or amended by the Prior Supplements is referred to herein, coll

Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company, a New York corporation), Federated Department Stores, Inc. (successor to The May Department Stores Company, a Delaware corporation) and First Supplemental Trust Indenture Dated...
Federated Department Stores Inc /De/ • August 30th, 2005 • Retail-department stores

FIRST SUPPLEMENTAL TRUST INDENTURE, dated as of August 30, 2005, by and among Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company ("May New York")), a corporation duly organized and existing under the laws of the State of New York ("Federated Holdings"), Federated Department Stores, Inc. (as successor to The May Department Stores Company, a Delaware corporation ("May Delaware")), a corporation duly organized and existing under the laws of the State of Delaware ("Federated"), and J.P. Morgan Trust Company, National Association, as Trustee ("Trustee"), supplementing that certain Indenture, dated as of July 20, 2004, among May New York, May Delaware and Trustee (the "Indenture").

Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company, a New York corporation), Federated Department Stores, Inc. (successor to The May Department Stores Company, a Delaware corporation) and First Supplemental Trust Indenture Dated...
Federated Department Stores Inc /De/ • August 30th, 2005 • Retail-department stores

First SUPPLEMENTAL TRUST INDENTURE, dated as of August 30, 2005, by and among Federated Retail Holdings, Inc. (f/k/a The May Department Stores Company ("May New York")), a corporation duly organized and existing under the laws of the State of New York ("Federated Holdings"), Federated Department Stores, Inc. (as successor to The May Department Stores Company, a Delaware corporation ("May Delaware")), a corporation duly organized and existing under the laws of the State of Delaware ("Federated"), and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company N.A., as successor to The First National Bank of Chicago), as Trustee ("Trustee"), supplementing that certain Indenture, dated as of June 17, 1996, among May New York, May Delaware and Trustee (the "Indenture").

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