0001193125-11-082813 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Performance-Based Restricted Stock Unit Agreement • March 30th, 2011 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the “Agreement”) made as of (the “Date of Grant”) by and between MACY’S, INC., a Delaware corporation (the “Company”), and (the “Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 30th, 2011 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the “Agreement”) is made as of <ISSUE DATE> (the “Date of Grant”) by and between MACY’S, INC., a Delaware corporation (the “Company”), and «NAME» (the “Optionee”).

TIME SHARING AGREEMENT
Time Sharing Agreement • March 30th, 2011 • Macy's, Inc. • Retail-department stores • Ohio

This Time Sharing Agreement (the “Agreement”), is made and entered into this 25th day of March, 2011, by and between Macy’s, Inc., a Delaware corporation, with principal offices at 7 West Seventh Street, Cincinnati Ohio 45202 and 151 West 34th Street, New York, NY 10001 (“Operator” or “Company”), and Terry J. Lundgren, chairman, president and chief executive officer of the Company, with a primary residence in New York, NY (“User”).

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