AMENDED AND RESTATED GUARANTEE AGREEMENT

[Reference No. 6701-495]

TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement....................................................................................... 1

SECTION 1.02. Other Defined Terms.................................................................................. 1

ARTICLE II

Guarantee

SECTION 2.01. Guarantee................................................................................................... 2

SECTION 2.02. Guarantee of Payment................................................................................. 2

SECTION 2.03. No Limitations............................................................................................ 2

SECTION 2.04. Reinstatement............................................................................................. 3

SECTION 2.05. Agreement To Pay; Subrogation.................................................................. 3

SECTION 2.06. Information................................................................................................. 4

ARTICLE III

Subrogation and Subordination

ARTICLE IV

Miscellaneous

SECTION 4.01. Notices....................................................................................................... 4

SECTION 4.02. Waivers; Amendment.................................................................................. 4

SECTION 4.03. Successors and Assigns.............................................................................. 5

SECTION 4.04. Survival of Agreement................................................................................. 5

SECTION 4.05. Counterparts; Effectiveness; Several Agreement.......................................... 5

SECTION 4.06. Severability................................................................................................. 5

SECTION 4.07. Right of Set-Off.......................................................................................... 6

SECTION 4.08. Governing Law........................................................................................... 6

SECTION 4.09. Headings.................................................................................................... 6

SECTION 4.10. Termination or Release................................................................................ 6

     AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of August 30, 2007, among MACY'S, INC. (formerly known as FEDERATED DEPARTMENT STORES, INC.) (" Parent "), MACY'S RETAIL HOLDINGS, INC. (formerly known as FEDERATED RETAIL HOLDINGS, INC.) (the " Borrower ") and JPMORGAN CHASE BANK, N.A., as Paying Agent.

     Reference is made to (a) the Amended and Restated Credit Agreement dated as of August 30, 2006 (as in effect on the date hereof, the " Existing Credit Agreement ") among Parent, the Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as administrative agents and JPMorgan Chase Bank, N.A., as paying agent and (b) the Guarantee Agreement dated as of August 30, 2006 (as in effect on the date hereof, the " Existing Guarantee Agreement ") among Parent, the Borrower and JPMorgan Chase Bank, N.A., as paying agent.  The Existing Credit Agreement is being amended and restated pursuant to and in accordance with the Amended and Restated Credit Agreement dated as of August 30, 2007 among Parent, the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Administrative Agents and JPMorgan Chase Bank, N.A., as Paying Agent (the " Credit Agreement ").  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement.  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Parent is the parent company of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

      SECTION 1.01.  Credit Agreement.   (a)  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b)  The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement.

     SECTION 1.02.  Other Defined Terms.   As used in this Agreement, the following terms have the meanings specified below:

     " Credit Agreement " has the meaning assigned to such term in the preliminary statement of this Agreement.

     " Credit Parties " means (a) the Lenders, (b) the Agents, (c) the Issuing Banks, (d) the beneficiaries of the Borrower's indemnification obligations under the Credit Agreement and (e) the successors and assigns of each of the foregoing.

     " Guarantor " means Parent.

     " Obligations " means the due and punctual payment by the Borrower of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (c) all other monetary obligations of the Borrower to any of the Credit Parties under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

ARTICLE II

Guarantee

      SECTION 2.01.  Guarantee.   The Guarantor unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment of the Obligations.  The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.  The Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

      SECTION 2.02.  Guarantee of Payment.   The Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Paying Agent or any other Credit Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Paying Agent or any other Credit Party in favor of the Borrower or any other Person.

      SECTION 2.03.  No Limitations.   (a)  Except for termination of the Guarantor's obligations hereunder as expressly provided in Section 4.10, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Paying Agent or any other Credit Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document o