TWELFTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Twelfth Amendment to Receivables Purchase Agreement dated as of
April 9, 2003 (this "Amendment"), is among THE ORIGINATORS listed on the
signature page hereof (collectively, the "Originators") and PRIME RECEIVABLES
CORPORATION, a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Originators and the Purchaser entered into a Receivables
Purchase Agreement dated as of December 15, 1992, as amended from time to time,
(the "Purchase Agreement") pursuant to which the Purchaser purchased Receivables
(as defined in the Purchase Agreement) from the Originators on the terms and
conditions set forth in the Purchase Agreement;
WHEREAS, the Originators and the Purchaser wish to amend the Purchase
Agreement to revise Schedule IV attached to the Purchase Agreement;
WHEREAS, Section 8.01 of the Purchase Agreement permits the Originators
and the Purchaser to amend the Purchase Agreement subject to certain conditions;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Schedule IV attached to the Purchase Agreement is hereby
deleted in its entirety and Schedule IV attached hereto is substituted therefor.
2. Attached hereto as Exhibit A is a certificate by an officer of
FDS Bank, as Servicer, stating that the amendment to the Purchase Agreement
effected by this Twelfth Amendment does not adversely affect in any material
respect the interests of any of the Investor Certificateholders (as defined in
the Purchase Agreement), which certificate is required to be delivered to the
Trustee (as defined in the Purchase Agreement) pursuant to Section 8.01 of the
Purchase Agreement.
3. The Purchase Agreement, as amended by this Twelfth Amendment
shall continue in full force and effect among the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Twelfth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE ORIGINATORS:
BLOOMINGDALE'S, INC.
By: /s/ Neal J. Glueck
-----------------------------------------
Title: Vice President
BURDINES, INC.
By: /s/ Neal J. Glueck
-----------------------------------------
Title: Vice President
RICH'S DEPARTMENT STORES, INC.
(formerly Lazarus, Inc. and successor by
merger to Rich's Department Stores, Inc.)
By: /s/ Neal J. Glueck
-----------------------------------------
Title: Vice President
THE BON, INC.
By: /s/ Neal J. Glueck
-----------------------------------------
Title: Vice President
FEDERATED WESTERN PROPERTIES, INC.,
Assignee of Broadway Stores, Inc.
By: /s/ Richard C. Fiddes
-----------------------------------------
Title: Vice President
MACY'S EAST, INC.,
as successor in interest to Abraham & Straus
and Jordan Marsh Stores Corporation
By: /s/ Neal J. Glueck
-----------------------------------------
Title: Vice President
FDS BANK
Date: April 9, 2003 By: /s/ Susan R. Robisnon
-----------------------------------------
Title: Treasurer
THE PURCHASER:
PRIME RECEIVABLES CORPORATION
Date: April 9, 2003 By: /s/ Susan P. Storer
-----------------------------------------
Title: President
SCHEDULE IV
SCHEDULE OF LOCK-BOX ACCOUNTS
Bank Name Originator Bank Account #
--------- ---------- --------------
Bank of America Illinois All Originators 8188500959
231 South Lasalle St.
Chicago, IL 60697
Wells Fargo Bank ** All Originators 6355064529
MAC N9305-031 Prime Receivable Corp.
Sixth and Marquette St. Cloud, MN
Minneapolis, MN 55479 56396-1205
JPMorgan Chase Bank All Originators 323890075
4 New York Plaza, 6th Fl. Electronic banking networks
Structured Finance Admin. All Originators 400471302
New York, NY 10004-2413 Internet banking activity
PNC Bank Macy's 3001544986
201 East 5th Street P.O. Box 8021
Cincinnati, Ohio 45201 Mason OH 45040-8021
FifthThird Bank Lazarus 71527336
38 Fountain Sq. Plaza P.O. Box 0064
Cincinnati, Ohio 45263 Cincinnati, Ohio 45274
First Hawaiian Bank Macy's 01-100750
999 Bishop Street P.O. Box 380001
Honolulu, HI 96813 Honolulu, HI 96838-0001
USBank All Originators 153910082020
425 Walnut Street P.O. Box 45071-9088
Cincinnati, Ohio 45202 Westchester, Ohio 45071
** To be closed by July 31, 2003
EXHIBIT A
FDS BANK
OFFICER'S CERTIFICATE
Pursuant to Section 8.01 (a) of the Receivables Purchase Agreement
dated as of December 15, 1992, among the Originators listed therein and Prime
Receivables Corporation, FDS Bank, as Servicer, certifies that the amendment
dated as of April 9, 2003 to Schedule IV of the Receivables Purchase Agreement
does not adversely affect in any material respect the interests of any of the
Invester Certificateholders.
FDS Bank
As Servicer
Date: April 9, 2003 /s/ Susan R. Robinson
--------------------------------------------
Name: Susan R. Robinson
Title: Treasurer
EXHIBIT 10.11
FIRST OMNIBUS AMENDMENT
This First Omnibus Amendment, dated as of December 19, 2003 (this
"Amendment"), is among Seven Hills Funding Corporation (formerly known as
Deerfield Funding Corporation) (the "CP Issuer"); Federated Department Stores,
Inc. ("Federated"); FDS Bank (the "Servicer"), successor in interest to
Federated in its capacity as servicer under the Liquidity Agreement (defined
below); Credit Suisse First Boston, New York Branch (formerly known as Credit
Suisse), as liquidity agent (the "Liquidity Agent") under the Liquidity
Agreement (as defined below); JPMorgan Chase Bank ("JPMorgan"), as successor in
interest to Chemical Bank in its capacities of (i) Depositary under the
Depositary Agreement (as defined in the Liquidity Agreement) and (ii) Depositary
and Collateral Agent under the Security Agreement (as defined in the Liquidity
Agreement); and the Banks listed on the signature pages hereto. Capitalized
terms used in this Amendment and not otherwise defined have the meanings
assigned to them in the Liquidity Agreement.
Preliminary Statements
1. Prime Receivables Corporation, a Delaware corporation (the
"Transferor") and the Servicer are among the parties to that certain Series
1992-3 Variable Funding Supplement, dated as of December 31, 1992 (as heretofore
amended, restated, supplemented or otherwise modified, the "Supplement") to that
certain Amended and Restated Pooling and Servicing Agreement, dated as of
December 15, 1992 among, inter alia, the Transferor and the Servicer (as
heretofore amended, restated, supplemented or otherwise modified, the "Pooling
Agreement").
2. Under the Supplement, the Transferor created the Series 1992-3
Variable Funding Certificates, conveyed to the CP Issuer a Class A Variable
Funding Certificate and entered into arrangements for the sale of commercial
paper and the provision for certain liquidity arrangements from other parties,
including the entry into (i) the Liquidity Agreement, dated as of December 31,
1992 among the CP Issuer, the Servicer, the Banks and the Liquidity Agent (as
amended, restated or otherwise modified, the "Liquidity Agreement"), (ii) the
Depositary Agreement and (iii) the Security Agreement (collectively with the
Depositary Agreement and the Liquidity Agreement, the "Operative Documents").
3. The parties hereto desire to (a) amend the Liquidity Agreement
to remove the requirement that the CP Issuer maintain Interest Rate Caps, (b)
make other conforming changes to the Operative Documents and (c) request an
extension of the Expiration Date pursuant to Section 4.02 of the Liquidity
Agreement.
4. Section 10.03 of the Liquidity Agreement, Section 11 of the
Depositary Agreement and Section 19 of the Security Agreement permit such
amendment of the Operative Documents with the consent of the Required Banks and
subject to the conditions included in this Amendment and Section 4.02 of the
Liquidity Agreement permits such extension of the Expiration Date with the
consent and acceptance of such extension by the applicable Banks.
Agreement
The parties hereto agree to the following terms and conditions:
SECTION 1. Amendment of Interest Rate Cap Provisions. On the date of this
Amendment, the Liquidity Agreement and other Operative Documents are amended
as follows:
1.01 Amendment of Section 7.28 of the Liquidity Agreement. Section
7.28 of the Liquidity Agreement is deleted in its entirety and is replaced with
the following:
Section 7.28 Interest Rate Caps. [RESERVED]
1.02 Amendment to Operative Documents. All references to the terms:
"Cap Escrow Account", "Cap Proceeds Account", "Cap Settlement Date", "Interest
Rate Caps", "Required Cap Agreements", "Excess Cap Proceeds", "the requirements
set forth in Section 7.28 of the Liquidity Agreement", and any and all other
references to the Interest Rate Caps or terms relating to Interest Rate Caps are
hereby amended to include the addition of the reference ", if any" where
grammatically appropriate after each and every such term and reference, it being
the intention and agreement of each of the parties to each Operative Document
that such terms and references have substantive meaning and effect only when an
Interest Rate Cap is in effect.
SECTION 2. Extension of Expiration Date.
2.01 Confirmation of Request for Extension. The CP Issuer confirms
that it has heretofore requested that the Expiration Date for each Bank be
extended to December 17, 2004.
2.02 Representations and Warranties. In connection with such
request for extension, each of the CP Issuer, Federated, and the Servicer
represents and warrants to the Liquidity Agent and each Bank that (a) no Default
or Event of Default exists, (b) all of its representations and warranties
contained in the Liquidity Agreement or in any document, certificate or
financial or other statement delivered in connection therewith are true and
correct in all material respects with the same force and effect as though such
representations and warranties had been made on and as of the date hereof
(except to the extent any such representations and warranties relate solely to
an earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date), and (c) no Pay Out
Event exists with respect to the Variable Funding Certificates.
SECTION 3. Effect of Amendment. All provisions of the Operative
Documents, as expressly amended and modified by this Amendment, shall remain
in full force and effect. After this Amendment becomes effective, all
references in the Operative Documents (or in any related document) to "this
Agreement", "hereof", "herein", or words of similar effect referring to the
Operative Documents shall be deemed to be references to the Operative
Documents as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision
of the Agreement other than as set forth herein.
SECTION 4. Conditions to Effectiveness. This Amendment, including the
extension of the Expiration Date, shall become effective as of the date
hereof upon (a) receipt by the Liquidity
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Agent of counterparts of this Amendment (whether by facsimile or otherwise)
executed by each of (i) the CP Issuer, (ii) the Banks listed on the
signature pages to this Amendment, (iii) the Transferor, (iv) the Servicer,
(v) Federated and (vi) JPMorgan; (b) execution and delivery to the other
parties hereto of a counterpart of this Amendment by the Liquidity Agent and
(c) receipt by JPMorgan of an Officer's Certificate of the CP Issuer to the
effect that this Amendment will not materially and adversely affect the
interests of the Collateral Agent under the Depositary Agreement.
SECTION 5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of
which when so executed shall be deemed to an original and all of which when
taken together shall constitute but one and the same instrument.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 7. Section Headings. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or
interpretation of this Amendment, the Operative Documents or any provision
hereof or thereof.
[The remainder of this page is intentionally left blank.]
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Delivered as of the day and the year first above written.
SEVEN HILLS FUNDING CORPORATION, as CP Issuer
By: /s/ Susan P. Storer
-----------------------------------------
Name: Susan P. Storer
Title: President
PRIME RECEIVABLES CORPORATION, as Transferor
By: /s/ Susan P. Storer
-----------------------------------------
Name: Susan P. Storer
Title: President
FDS BANK, as Servicer
By: /s/ Susan R. Robinson
-----------------------------------------
Name: Susan R. Robinson
Title: Treasurer
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
-----------------------------------------
Name: Dennis J. Broderick
Title: Senior Vice President, General Counsel
& Secretary
JPMORGAN CHASE BANK, as Depositary and
Depositary and Collateral Agent
By: /s/ Michael A. Smith
-----------------------------------------
Name: Michael A. Smith
Title: Vice President
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as Liquidity Agent and a Bank
By: /s/ Alberto Zonca
-----------------------------------------
Name: Alberto Zonca
Title: Vice President
By: /s/ Mark Golombeck
-----------------------------------------
Name: Mark Golombeck
Title: Vice President
BANK ONE, N.A., as a Bank
By: /s/ William Hendricks
-----------------------------------------
Name: William Hendricks
Title: Director, Capital Markets
MELLON BANK, N.A., as a Bank
By: /s/ Mark F. Johnston
-----------------------------------------
Name: Mark F. Johnston
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Bank
By: /s/ Bruce A. Kintner
-----------------------------------------
Name: Bruce A. Kinter
Title: Vice President
FLEET NATIONAL BANK, as a Bank
By: /s/ Judith C. E. Kelly
-----------------------------------------
Name: Judith C. E. Kelly
Title: Managing Director
Exhibit 10.41
FEDERATED DEPARTMENT STORES, INC.
1995 Executive Equity Incentive Plan
(As Amended and Restated as of May 18, 2001)
Federated Department Stores, Inc., a Delaware corporation (the
"Company"), hereby amends and restates this 1995 Executive Equity Incentive Plan
(this "Plan") effective, subject to the provisions of Section 13, as of May 18,
2001 (the "Effective Date").
1. Purpose. The purpose of this Plan is to attract and retain
directors, officers, and other key executives and employees of the Company and
its subsidiaries and to provide to such persons incentives and rewards relating
to the Company's business plans.
2. Definitions. In addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein with
initial capital letters:
(a) "Appreciation Right" means a right granted pursuant
to Section 5.
(b) "Board" means the Board of Directors of the Company
or, pursuant to any delegation by the Board to the
Compensation Committee pursuant to Section 11, the
Compensation Committee.
(c) "Change in Control" means the occurrence of any of
the following events:
(i) The Company is merged, consolidated, or
reorganized into or with another corporation
or other legal entity, and as a result of
such merger, consolidation, or
reorganization less than a majority of the
combined voting power of the
then-outstanding securities of such
corporation or entity immediately after such
transaction are held in the aggregate by the
holders of the then-outstanding securities
entitled to vote generally in the election
of directors of the Company (the "Voting
Stock") immediately prior to such
transaction;
(ii) The Company sells or otherwise transfers all
or substantially all of its assets to
another corporation or other legal entity
and, as a result of such sale or transfer,
less than a majority of the combined voting
power of the then-outstanding securities of
such other corporation or entity immediately
after such sale or transfer is held in the
aggregate by the
1
holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(iii) There is a report filed on Schedule 13D or
Schedule TO (or any successor schedule,
form, or report or item therein), each as
promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), disclosing that any person
(as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange
Act) has become the beneficial owner (as the
term "beneficial owner" is defined under
Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange
Act) of securities representing 30% or more
of the combined voting power of the Voting
Stock of the Company;
(iv) The Company files a report or proxy
statement with the Securities and Exchange
Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or
Schedule 14A (or any successor schedule,
form, or report or item therein) that a
change in control of the Company has
occurred or will occur in the future
pursuant to any then-existing contract or
transaction; or
(v) If, during any period of two consecutive
years, individuals who at the beginning of
any such period constitute the directors of
the Company cease for any reason to
constitute at least a majority thereof;
provided, however, that for purposes of this
clause (v) each director who is first
elected, or first nominated for election by
the Company's stockholders, by a vote of at
least two-thirds of the directors of the
Company (or a committee thereof) then still
in office who were directors of the Company
at the beginning of any such period will be
deemed to have been a director of the
Company at the beginning of such period.
Notwithstanding the foregoing provisions of Section 2(d)(iii) or 2(d)(iv),
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" will not be deemed to have occurred for purposes of Section
2(d)(iii) or 2(d)(iv) solely because (1) the Company, (2) a Subsidiary, or (3)
any employee stock ownership plan or any other employee benefit plan of the
Company or any Subsidiary either files or becomes obligated to file a report or
a proxy statement under or in response to Schedule 13D, Schedule TO, Form 8-K,
or Schedule 14A (or any successor schedule, form, or report or item therein)
under the Exchange Act disclosing beneficial ownership by it of shares of Voting
Stock, whether in excess of 30% or otherwise, or because the Company reports
that a change in control of the Company has occurred or will occur in the future
by reason of such beneficial ownership.
2
(d) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Common Shares" means shares of Common Stock of the
Company or any security into which such Common Shares
may be changed by reason of any transaction or event
of the type referred to in Section 8.
(f) "Compensation Committee" means a committee appointed
by the Board in accordance with the By-Laws of the
Company consisting of at least three Non-Employee
Directors.
(g) "Date of Grant" means the date determined in
accordance with the Board's authorization on which a
grant of Option Rights or Appreciation Rights, or a
grant of Restricted Shares, becomes effective.
(h) "Immediate Family" has the meaning ascribed thereto
in Rule 16a-1(e) under the Exchange Act.
(i) "Incentive Stock Options" means Option Rights that
are intended to qualify as "incentive stock options"
under Section 422 of the Code or any successor
provision.
(j) "Market Value per Share" means any of the following,
as determined in accordance with the Board's
authorization:
(i) the closing sale price per share of the
Common Shares as reported in the New York
Stock Exchange Composite Transactions Report
(or any other consolidated transactions
reporting system which subsequently may
replace such Composite Transactions Report)
for the New York Stock Exchange (the "NYSE")
trading day immediately preceding the date
determined in accordance with the Board's
authorization, or if there are no sales on
such date, on the next preceding day on
which there were sales,
(ii) the average (whether weighted or not) or
mean price, determined by reference to the
closing sales prices, average between the
high and low sales prices, or any other
standard for determining price adopted by
the Board, per share of the Common Shares as
reported in the NYSE Composite Transactions
Report as of the date or for the period
determined in accordance with the Board's
authorization, or
3
(iii) in the event that the Common Shares are not
listed for trading on the NYSE as of a
relevant Date of Grant, an amount determined
in accordance with standards adopted by the
Board.
(k) "Non-Employee Director" means a Director of the
Company who is not a full-time employee of the
Company or any Subsidiary.
(l) "Nonqualified Stock Option" means Option Rights other
than Incentive Stock Options.
(m) "Optionee" means the optionee named in an agreement
with the Company evidencing an outstanding Option
Right.
(n) "Option Price" means the purchase price payable on
exercise of an Option Right.
(o) "Option Right" means the right to purchase Common
Shares upon exercise of an option granted pursuant to
Section 4.
(p) "Participant" means a person who is approved by the
Board to receive benefits under this Plan and who is
at the time an officer, executive, or other employee
of the Company or any one or more of its
Subsidiaries, or who has agreed to commence serving
in any of such capacities, and also includes each
Non-Employee Director.
(q) "Restricted Shares" means Common Shares issued
pursuant to Section 6 as to which neither the
substantial risk of forfeiture nor the prohibition on
transfers referred to in Section 6 has expired.
(r) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act (or any successor rule substantially to
the same effect), as in effect from time to time.
(s) "Spread" means the excess of the Market Value per
Share of the Common Shares on the date when an
Appreciation Right is exercised, or on the date when
Option Rights are surrendered in payment of the
Option Price of other Option Rights, over the Option
Price provided for in the related Option Right.
(t) "Subsidiary" has the meaning specified in Rule 405
promulgated under the Securities Act of 1933, as
amended (or in any successor rule substantially to
the same effect).
4
3. Shares Available Under the Plan. Subject to adjustment as
provided in Section 8, the number of Common Shares that may be issued or
transferred under this Plan upon the exercise of Option Rights or Appreciation
Rights or as Restricted Shares and released from substantial risks of forfeiture
thereof, may not exceed the sum of (i) 10 million and (ii) the number of Common
Shares which remain available for issuance under this Plan immediately prior to
the Effective Date. The aggregate number of Common Shares issued under this Plan
upon the grant of Restricted Shares may not exceed the number of Common Shares
which remain available for issuance under this Plan upon the grant of Restricted
Shares immediately prior to the Effective Date. Shares issued under this Plan
may be shares of original issuance or treasury shares or a combination of the
foregoing. No Participant will be granted Option Rights or Appreciation Rights,
in the aggregate, for more than 1.0 million Common Shares in any period of three
fiscal years of the Company, subject to adjustment as provided in Section 8.
4. Option Rights. The Board may from time to time authorize the
grant to Participants of options to purchase Common Shares upon such terms and
conditions as it may determine in accordance with the following provisions:
(a) Each grant will specify the number of Common Shares
to which it pertains and the term during which the
rights granted thereunder will exist. The aggregate
number of Common Shares to which the grants to any
Non-Employee Director in any fiscal year of the
Company pertain shall not exceed 5,000 (subject to
adjustment as provided in Section 8).
(b) Each grant will specify an Option Price per share,
which may not be less than the Market Value per Share
as of the Date of Grant.
(c) Each grant will specify whether the Option Price is
payable (i) in cash, (ii) by the actual or
constructive transfer to the Company of
nonforfeitable, unrestricted Common Shares already
owned by the Optionees (or other consideration
authorized pursuant to Section 4(d)) having an actual
or constructive value as of the time of exercise as
determined by the Board or in accordance with the
applicable agreement referred to in Section 4(i),
equal to the total Option Price, or (iii) by a
combination of such methods of payment.
(d) The Board may determine, at or after the Date of
Grant, that payment of the Option Price of any option
(other than an Incentive Stock Option) may also be
made in whole or in part in the form of Restricted
Shares or other Common Shares that are forfeitable or
subject to restrictions on transfer, or other Option
Rights (based on the Spread on the date of exercise).
Unless otherwise determined by the Board at or after
the Date of Grant, whenever any Option Price is paid
in whole or in part by means of any of the forms of
5
consideration specified in this paragraph, the Common
Shares received upon the exercise of the Option
Rights will be subject to such risks of forfeiture or
restrictions on transfer as may correspond to any
that apply to the consideration surrendered, but only
to the extent of (i) the number of shares surrendered
in payment of the Option Price or (ii) the Spread of
any unexercisable portion of Option Rights
surrendered in payment of the Option Price.
(e) Any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank
or broker on the exercise date of some or all of the
shares to which such exercise relates.
(f) Successive grants may be made to the same Participant
whether or not any Option Rights previously granted
to such Participant remain unexercised.
(g) Each grant will specify the period or periods of
continuous service by the Optionee with the Company
or any Subsidiary which is necessary before the
Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise
of such Option Rights in the event of a Change in
Control or other event.
(h) Option Rights granted under this Plan may be (i)
Incentive Stock Options, (ii) Nonqualified Stock
Options, or (iii) combinations of the foregoing.
(i) Each grant of Option Rights will be evidenced by an
agreement executed on behalf of the Company by any
officer, director, or, if authorized by the Board,
employee of the Company and delivered to the Optionee
and containing such terms and provisions as the Board
may approve, except that in no event will any such
agreement include any provision prohibited by the
express terms of this Plan.
5. Appreciation Rights. The Board may also authorize the grant to
any Optionee (other than a Non-Employee Director) of Appreciation Rights in
respect of Option Rights granted hereunder. An Appreciation Right will be a
right of the Optionee, exercisable by surrender of the related Option Right or
in accordance with the applicable agreement referred to in Section 5(f), to
receive from the Company an amount, as determined by the Board, which will be
expressed as a percentage of the Spread at the time of exercise. Each such grant
will be in accordance with the following provisions:
6
(a) Any grant may provide that the amount payable on
exercise of an Appreciation Right may be paid by the
Company in cash, in Common Shares, or in any
combination thereof and may either grant to the
Optionee or retain in the Board the right to elect
among those alternatives.
(b) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a
maximum specified by the Board as of the Date of
Grant.
(c) Any grant may specify waiting periods before exercise
and permissible exercise dates or periods and will
provide that no Appreciation Right may be exercised
except at a time when the related Option Right is
also exercisable and at a time when the Spread is
positive.
(d) Any grant may specify that such Appreciation Right
may be exercised only in the event of a Change in
Control or other event.
(e) Any grant may provide that, in the event of a Change
in Control, then any such Appreciation Right will
automatically be deemed to have been exercised by the
Optionee, the related Option Right will be deemed to
have been surrendered by the Optionee and will be
canceled, and the Company forthwith upon the
consummation thereof will pay to the Optionee in cash
an amount equal to the Spread at the time of such
consummation.
(f) Each grant of Appreciation Rights will be evidenced
by an agreement executed on behalf of the Company by
any officer, director, or, if authorized by the
Board, employee of the Company and delivered to and
accepted by the Optionee, which agreement will
describe such Appreciation Rights, identify the
related Option Rights, state that such Appreciation
Rights are subject to all the terms and conditions of
this Plan, and contain such other terms and
provisions as the Board may approve, except that in
no event will any such agreement include any
provision prohibited by the express terms of this
Plan.
6. Restricted Shares. The Board may also authorize the issuance
or transfer of Restricted Shares to Participants (other than Non-Employee
Directors) in accordance with the following provisions:
(a) Each such issuance or transfer will constitute an
immediate transfer of the ownership of Common Shares
to the Participant in consideration of the
performance of services, entitling such
7
Participant to voting, dividend, and other ownership
rights, but subject to the substantial risk of
forfeiture provided below.
(b) Each such issuance or transfer may be made without
additional consideration.
(c) Each such issuance or transfer will provide that the
Restricted Shares covered thereby will be subject,
except (if the Board so determines) in the event of a
Change in Control, to a "substantial risk of
forfeiture" within the meaning of Section 83 of the
Code, for a period to be determined by the Board at
the Date of Grant; provided, however, that at least a
portion of the Restricted Shares covered by such
issuance or transfer will be subject to a
"substantial risk of forfeiture" within the meaning
of Section 83 of the Code for a period of (i) at
least one (1) year following the Date of Grant in the
case of a performance-based grant of Restricted
Shares, and (ii) at least three (3) years following
the Date of Grant in the case of any grant of
Restricted Shares that is not performance based.
(d) Each such issuance or transfer will provide that
during the period for which such substantial risk of
forfeiture is to continue, the transferability of the
Restricted Shares will be prohibited or restricted in
the manner and to the extent prescribed in or
pursuant to the agreement referred to in Section 6(e)
(which restrictions may include, without limitation,
rights of repurchase or first refusal or provisions
subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any
transferee).
(e) Each issuance or transfer of Restricted Shares will
be evidenced by an agreement executed on behalf of
the Company by any officer, director, or, if
authorized by the Board, employee of the Company and
delivered to and accepted by the Participant and
containing such terms and provisions as the Board may
approve except that in no event will any such
agreement include any provision prohibited by the
express terms of the Plan. All certificates
representing Restricted Shares will be held in
custody by the Company until all restrictions thereon
have lapsed, together with a stock power executed by
the Participant in whose name such certificates are
registered, endorsed in blank and covering such
Restricted Shares, which may be executed by any
officer of the Company upon a determination by the
Board that an event causing the forfeiture of the
Restricted Shares has occurred.
7. Transferability.
8
(a) Except as provided in Section 7(b), no Option Right,
Appreciation Right, or Restricted Share granted,
issued, or transferred under this Plan will be
transferable otherwise than (i) upon death, by will
or the laws of descent and distribution, (ii)
pursuant to a qualified domestic relations order, as
that term is defined in the Code or the rules
thereunder Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the
rules thereunder, or (iii) to a fully revocable trust
of which the Optionee is treated as the owner for
federal income tax purposes.
(b) Notwithstanding the provisions of Section 7(a),
Option Rights, Appreciation Rights, and Restricted
Shares (including Option Rights, Appreciation Rights,
and Restricted Shares granted, issued, or transferred
under this Plan prior to the Effective Date) will be
transferable by a Participant who at the time of such
transfer is eligible to earn "Long-Term Incentive
Awards" under the Company's 1992 Incentive Bonus
Plan, as amended (or any successor plan thereto) or
is a Non-Employee Director, without payment of
consideration therefor by the transferee, to any one
or more members of the Participant's Immediate Family
(or to one or more trusts established solely for the
benefit of one or more members of the Participant's
Immediate Family or to one or more partnerships in
which the only partners are members of the
Participant's Immediate Family); provided, however,
that (i) no such transfer will be effective unless
reasonable prior notice thereof is delivered to the
Company and such transfer is thereafter effected in
accordance with any terms and conditions that shall
have been made applicable thereto by the Company or
the Board and (ii) any such transferee will be
subject to the same terms and conditions hereunder as
the Participant.
(c) The Board may specify at the Date of Grant that part
or all of the Common Shares that are (i) to be issued
or transferred by the Company upon the exercise of
Option Rights or Appreciation Rights or (ii) no
longer subject to the substantial risk of forfeiture
and restrictions on transfer referred to in Section
6, will be subject to further restrictions on
transfer.
8. Adjustments. The Board may make or provide for such
adjustments in the numbers of Common Shares covered by outstanding Option Rights
or Appreciation Rights granted hereunder, in the prices per share applicable to
such Option Rights and Appreciation Rights, and in the kind of shares covered
thereby, as the Board may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (a)
any stock dividend, stock split, combination of shares, recapitalization, or
other change in the capital structure of the Company, (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up,
9
reorganization, partial or complete liquidation, or other distribution of assets
or issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing;
provided, however, that no such adjustment in the numbers of Common Shares
covered by outstanding Option Rights or Appreciation Rights will be made unless
such adjustment would change by more than 5% the number of Common Shares
issuable upon exercise of Option Rights or Appreciation Rights; provided,
further, however, that any adjustment which by reason of this Section 8 is not
required to be made currently will be carried forward and taken into account in
any subsequent adjustment. In the event of any such transaction or event, the
Board may provide in substitution for any or all outstanding awards under this
Plan such alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
awards so replaced. The Board may also make or provide for such adjustments in
the numbers of shares specified in Section 3 as the Board may determine is
appropriate to reflect any transaction or event described in this Section 8.
9. Fractional Shares. The Company will not be required to issue
any fractional Common Shares pursuant to this Plan. The Board may provide for
the elimination of fractions and for the settlement of fractions in cash.
10. Withholding Taxes. To the extent that the Company is required
to withhold federal, state, local, or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of such
taxes required to be withheld, which arrangements may include relinquishment of
a portion of such benefit.
11. Administration of the Plan.
(a) This Plan will be administered by the Board, which
may from time to time delegate all or any part of its
authority under this Plan to the Compensation
Committee or any subcommittee thereof.
(b) The Board will take such actions as are required to
be taken by it hereunder, may take the actions
permitted to be taken by it hereunder, and will have
the authority from time to time to interpret this
Plan and to adopt, amend, and rescind rules and
regulations for implementing and administering this
Plan. All such actions will be in the sole discretion
of the Board, and when taken, will be final,
conclusive, and binding. Without limiting the
generality or effect of the foregoing, the
interpretation and construction by the Board of any
provision of this Plan or of any agreement,
notification, or document evidencing the grant of
Option Rights, Appreciation Rights, or Restricted
Shares, and any determination by the Board
10
in its sole discretion pursuant to any provision of
this Plan or of any such agreement, notification, or
document will be final and conclusive. Without
limiting the generality or effect of any provision of
the Certificate of Incorporation of the Company, no
member of the Board will be liable for any such
action or determination made in good faith.
(c) The provisions of Sections 4, 5, and 6 will be
interpreted as authorizing the Board, in taking any
action under or pursuant to this Plan, to take any
action it determines in its sole discretion to be
appropriate subject only to the express limitations
therein contained and no authorization in any such
Section or other provision of this Plan is intended
or may be deemed to constitute a limitation on the
authority of the Board.
(d) The existence of this Plan or any right granted or
other action taken pursuant hereto will not affect
the authority of the Board or the Company to take any
other action, including in respect of the grant or
award of any option, security, or other right or
benefit, whether or not authorized by this Plan,
subject only to limitations imposed by applicable law
as from time to time applicable thereto.
12. Amendments, Etc.
(a) This Plan may be amended from time to time by the
Board, but without further approval by the holders of
a majority of the Common Shares actually voting on
the matter at a meeting of the Company's stockholders
or such other approval as may be required by Rule
16b-3, no such amendment will (i) increase the
maximum numbers of Common Shares or Restricted Shares
issuable pursuant to Section 3 or the maximum number
of Common Shares that may be subject to Option Rights
or Appreciation Rights granted to any Participant in
any period of three fiscal years of the Company
(except that adjustments and additions authorized by
this Plan will not be limited by this provision) or
(ii) cause Rule 16b-3 to become inapplicable to this
Plan or Option Rights, Appreciation Rights, or
Restricted Shares granted, issued, or transferred
hereunder during any period in which the Company has
any class of equity securities registered pursuant to
Section 13 or 15 of the Exchange Act.
(b) The Board shall not, without further approval of the
shareholders of the Company, authorize the amendment
of any outstanding Option Right to reduce the Option
Price. Furthermore, no Option Right shall be canceled
and replaced with awards having a lower Option Price
without further approval of the shareholders of the
Company. This Section 12(b) is intended to prohibit
the repricing of
11
"underwater" Option Rights and shall not be construed
to prohibit the adjustments provided for in Section 8
of this Plan.
(c) In case of termination of employment by reason of
death, disability, or normal or early retirement, or
in the case of hardship or other special
circumstances, of a Participant who holds an Option
Right or Appreciation Right not immediately
exercisable in full, or any Restricted Shares as to
which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not
lapsed, or who holds Common Shares subject to any
transfer restriction imposed pursuant to Section
7(b), the Board may take such action as it deems
equitable in the circumstances or in the best
interests of the Company, including without
limitation waiving or modifying any other limitation
or requirement under any such award.
(d) This Plan will not confer upon any Participant any
right with respect to continuance of employment or
other service with the Company or any Subsidiary, nor
will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to
terminate or modify the terms of such Participant's
employment or other service at any time.
(e) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify
as an Incentive Stock Option from qualifying as such,
that provision will be null and void with respect to
such Option Right, but will remain in effect for
other Option Rights and there will be no further
effect on any provision of this Plan.
(f) This Plan will be governed by and construed in
accordance with the laws of the State of Delaware,
without giving effect to the principles of conflict
of laws thereof. If any provision of this Plan is
held to be invalid or unenforceable, no other
provision of this Plan will be affected thereby.
13. Effectiveness. The amendment and restatement of this Plan set
forth herein will not become effective unless the holders of a majority of the
Common Shares present in person or by proxy at a meeting of the stockholders of
the Company and entitled to vote generally in the election of directors approve
the amendments to be effected hereby.
12
EXHIBIT 10.45.3
AMENDED
EXHIBIT A
to
EMPLOYMENT AGREEMENT
Entered into as of August 27, 1999 between
FEDERATED CORPORATE SERVICES, INC.
And
JAMES M. ZIMMERMAN
(AMENDMENT AS OF DECEMBER 31, 2003)
(All capitalized terms used in this Exhibit have the meaning set forth in
Agreement)
The Employment Agreement, as previously amended, remains in effect in
all respects except as amended as provided below.
TERM AND DUTIES: Notwithstanding anything in the Agreement to the
contrary, effective at midnight on January 14, 2004,
Employee shall cease to serve as Chairman of the
Board of Federated and shall thereafter perform such
duties until the expiration of the Term on February
1, 2004 as may be requested by the Chief Executive
Officer of Federated. After the expiration of the
Term on February 1, 2004, Employee shall continue as
an unpaid, inactive employee of Federated though
March 31, 2004, and will be credited with vesting and
service through March 31, 2004 in accordance with the
terms of each of Federated's benefits programs in
which Employee was a participant as of February 1,
2004.
JAMES M. ZIMMERMAN FEDERATED CORPORATE SERVICES, INC.
/s/ James M. Zimmerman /s/ Dennis J. Broderick
--------------------------- --------------------------------------
DENNIS J. BRODERICK
PRESIDENT
1
EXHIBIT 10.46.1
REVISED
EXHIBIT A
To
EMPLOYMENT AGREEMENT
Dated as of March 1, 2003
Name: Terry Lundgren
End of Term: February 28, 2007
Revised Base Compensation: $1,250,000
Effective Date of Revisions: January 15, 2004
Date: January 29, 2004
TERRY J. LUNDGREN FEDERATED CORPORATE SERVICES, INC.
/s/ Terry J. Lundgren /s/ Dennis J. Broderick
--------------------------- ----------------------------------
President
.
.
.
Exhibit 21
FEDERATED DEPARTMENT STORES, INC.
SUBSIDIARY LIST AS OF 4/1/04
STATE OF
CORPORATE NAME INCORPORATION TRADENAME(S)
------------------------------------------ ------------- --------------------
155 East Group, Inc. New York
22 East Advertising Agency, Inc. Florida
22 East Realty Corporation Florida
Advertex Communications, Inc. Delaware
Allied Stores General Real Estate Company Delaware
Astoria Realty, Inc. Delaware
Axsys National Bank, N.A. N/A
BFC Real Estate Company Delaware
Bloomingdale Bros. Corp. New York
Bloomingdale's Atlantic City, Inc. Delaware
Bloomingdale's By Mail Ltd. New York Bloomingdale's By
Mail
Bloomingdale's, Inc. Ohio Bloomingdale's
Bloomingdales.com, Inc. New York bloomingdale's.com
Broadway Stores, Inc. Delaware
Burdines, Inc. Ohio Burdines-Macy's
FACS Group, Inc. Ohio FACS
FACS Insurance Agency, Inc. Texas
FDS Bank N/A
FDS Thrift Holding Co., Inc. Ohio
FE Florida, Inc. Ohio
Federated Brands, Inc. Delaware
Federated Corporate Services, Inc. Delaware Federated Logistics
and Operations (FLO)
Federated Department Stores Foundation Ohio
Federated Department Stores Insurance Bermuda
Company, Ltd. (99.99% ownership)
Federated Department Stores, Inc. Delaware Federated
Merchandising
Group (FMG)
Federated Gift Card Company Ohio
Federated Systems Group, Inc. Delaware
Federated Western Properties, Inc. Ohio
First Automated Systems & Technology, Inc. Ohio
FSG Leasing Corp. Delaware
I. Magnin, Inc. Delaware
iTrust Insurance Agency, Inc. Arizona
Jordan Marsh Insurance Agency, Inc. Massachusetts
Jordan Servicenter, Inc. Delaware
1
STATE OF
CORPORATE NAME INCORPORATION TRADENAME(S)
------------------------------------------ ------------- ------------------
Macy's Department Stores, Inc. Ohio
Macy's Hamilton By Appointment, Inc. Delaware
Macy's Holdings, Inc. Nevada
Macy's Puerto Rico, Inc. Puerto Rico Macy*s
Macy's Texas, Inc. Delaware Macy*s
Macy's East, Inc. Ohio Macy*s
Macy's West, Inc. Ohio Macy*s
Macys.com, Inc. New York macy*s.com
MOA Rest, Inc. Minnesota
Prime II Receivables Corporation Delaware
Prime Receivables Corporation Delaware
R. H. Macy Holdings (HK), Ltd. Delaware
R. H. Macy Warehouse (HK), Ltd. Delaware
Retail Data Services, Inc. Ohio
Rich's Department Stores, Inc. Ohio Goldsmith's-Macy's
Lazarus-Macy's
Rich's-Macy's
Seven Hills Funding Corporation Delaware
Seven West Seventh, Inc. Delaware
Stern's - Misc., Inc. Ohio
The Bon Marche Corporation Washington
The Bon, Inc. Ohio The Bon-Macy's
The Bon Marche-
Macy's
USA Direct/Guthy-Renker, Inc. (50% ownership) Minnesota
Wise Chat Limited Hong Kong
York-JMC, Inc. Delaware
2
EXHIBIT 22
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
Federated Department Stores, Inc.:
We consent to the incorporation by reference in the registration statements
(Nos. 333-44373, 333-77089, 333-22737, 333-104017, 333-104204, 333-104205 and
333-104207) on Form S-8 and in the registration statement (No. 333-69682) on
Form S-3 of Federated Department Stores, Inc. of our report dated February 24,
2004, with respect to the consolidated balance sheets of Federated Department
Stores, Inc. and subsidiaries as of January 31, 2004 and February 1, 2003 and
the related consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the fiscal years in the three-year period
ended January 31, 2004, which report appears in the January 31, 2004 annual
report on Form 10-K of Federated Department Stores, Inc.
KPMG LLP
Cincinnati, Ohio
April 15, 2004
Exhibit 23
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Terry J. Lundgren
----------------------------------------
Terry J. Lundgren
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Ronald W. Tysoe
----------------------------------------
Ronald W. Tysoe
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Karen M. Hoguet
----------------------------------------
Karen M. Hoguet
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Joel A. Belsky
----------------------------------------
Joel A. Belsky
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Meyer Feldberg
----------------------------------------
Meyer Feldberg
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Earl G. Graves, Sr.
----------------------------------------
Earl G. Graves, Sr.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Sara Levinson
----------------------------------------
Sara Levinson
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Joseph Neubauer
----------------------------------------
Joseph Neubauer
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Joseph A. Pichler
----------------------------------------
Joseph A. Pichler
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Karl M. von der Heyden
----------------------------------------
Karl M. von der Heyden
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Craig E. Weatherup
----------------------------------------
Craig E. Weatherup
POWER OF ATTORNEY
The undersigned, a director and/or officer of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and
appoints Dennis J. Broderick and Padma Tatta Cariappa, or either of them, my
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to do any and all acts and things in my name
and behalf in my capacities as director and/or officer of the Company and to
execute any and all instruments for me and in my name in the capacities
indicated above, which said attorneys-in-fact and agents, or either of them, may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1934, as amended (the "Exchange Act"), and any rules, regulations, and
requirements of the Securities and Exchange Commission (the "Commission"), in
connection with an Annual Report on Form 10-K for the year ended January 31,
2004 to be filed by the Company pursuant to Section 13 of the Exchange Act,
including without limitation, power and authority to sign for me, in my name in
the capacity or capacities referred to above, such Annual Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, or any one of
them, shall do or cause to be done by virtue hereof.
Dated: March 26, 2004 /s/ Marna C. Whittington
----------------------------------------
Marna C. Whittington
EXHIBIT 31.1
CERTIFICATION
I, Terry J. Lundgren, Chief Executive Officer of Federated Department Stores,
Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Federated
Department Stores, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report on such
evaluation; and
c. disclosed in this report any change in the
registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting.
April 15, 2004 /s/ Terry J. Lundgren
------------------------------------
Terry J. Lundgren
EXHIBIT 31.2
CERTIFICATION
I, Karen M. Hoguet, Chief Financial Officer of Federated Department Stores,
Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Federated
Department Stores, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report on such
evaluation; and
c. disclosed in this report any change in the
registrant's internal control over financial
reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over
financial reporting.
April 15, 2004 /s/ Karen M. Hoguet
------------------------------------
Karen M. Hoguet
EXHIBIT 32.1
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Form
10-K of Federated Department Stores, Inc. (the "Company") for the fiscal year
ended January 31, 2003, as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), of the undersigned officers of the Company
certifies, that, to such officer's knowledge:
1. The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods
expressed in the Report.
Dated: April 15, 2004
/s/ Terry J. Lundgren
------------------------------------
Name: Terry J. Lundgren
Title: Chief Executive Officer
/s/ Karen M. Hoguet
------------------------------------
Name: Karen M. Hoguet
Title: Chief Financial Officer
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