S-8

As filed with the Securities and Exchange Commission on November 13, 2003

Reg. No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

Registration Statement

under

The Securities Act of 1933, as amended

LIMITED BRANDS, INC.

(Exact name of registrant as specified in charter)

Delaware	31-1029810
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Three Limited Parkway
Columbus, Ohio	43216
(Address of Principal Executive Offices)	(Zip Code)

Limited Brands, Inc. Stock Award and Deferred Compensation Plan

For Non-Associate Directors

Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan

(As Amended and Restated Effective May 18, 2003)

Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan

(Full title of plans)

Samuel P. Fried

Senior Vice President and Counsel

Limited Brands, Inc.

Three Limited Parkway, P.O. Box 16000

Columbus, Ohio 43216

(614) 415-7000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

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CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Common Stock, $.50 par value
—  issuable under the Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors	500,000 shares		$  17.815	(2)	$	8,907,500	(2)	$	721
—  issuable under the Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (As Amended and Restated Effective May 18, 2003)	37,573,857 shares		$  17.815	(2)	$	669,378,263	(2)	$	54,153
—  issuable under the Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan	10,785,619 shares	$	6.1147-$22.8355	(3)	$	141,075,897	(3)	$	11,413
TOTAL								$	66,287

(1) Includes an indeterminate number of shares of Common Stock as may be issuable in the event of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities Act based upon the average of the high and low prices reported in the New York Stock Exchange consolidated reporting system on November 7, 2003.

(3) See “Explanatory Note.” Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities Act based upon average weighted exercise prices at which options to purchase Common Stock issued under the plan may be exercised.

EXPLANATORY NOTE

Pursuant to the Securities Act, Limited Brands, Inc. (the “Company” or “Registrant”) files this registration statement on Form S-8 (the “Registration Statement”) to register 10,785,619 shares of Common Stock, par value $.50 per share, for issuance upon the exercise of the options to purchase Common Stock described below.

Prior to March 22, 2002, the Company owned approximately 84% of the common stock of Intimate Brands, Inc. (“Intimate Brands”). On March 21, 2002, pursuant to an exchange offer, the Company acquired the remaining shares of Intimate Brand’s common stock. Following that transaction, outstanding options to acquire the common stock of Intimate Brands under Intimate Brand’s 1995 Stock Option and Performance Incentive Plan were automatically converted into options to acquire the Common Stock being registered under this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3. Incorporation of Documents by Reference.

The following documents, as filed under the Securities Exchange Act of 1934 (the “1934 Act”) (1934 Act File No. 001-08344) with the Securities and Exchange Commission (the “Commission”) by the Company, are incorporated herein by reference:

(i) The Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003 (including the portions of the Proxy Statement for our Annual Meeting of Stockholders held on May 19, 2003 incorporated by reference therein);

(ii) The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 2003 and August 2, 2003;

(iii) The Company’s Current Report on Form 8-K filed on August 21, 2003;

(iv) The description of the Company’s Common Stock contained in the Company’s 1934 Act Registration Statement on Form 8-A, dated May 10, 1982, amended by the Company’s 1934 Act Report on Form 8, dated September 1, 1989, each filed pursuant to Section 12(b) of the 1934 Act, including any subsequent amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made pursuant to the registration statement is in effect prior to the filing with the Commission of the Company’s Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be a part hereof from and after the filing of such Annual Report on Form 10-K.

Item  4. Description of Securities

Not applicable.

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Item  5. Interests of Named Experts and Counsel.

Mr. Fried, General Counsel of the Company, beneficially owns equity securities of the Company with an aggregate value in excess of $50,000.

Item  6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides for indemnification of directors and officers against any legal liability (other than liability arising from derivative suits) if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation. In criminal actions, the officer or director must also have had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify an officer or director in a derivative suit if the officer or director acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interest of the corporation unless the officer or director is found liable to the corporation. However, if the Court of Chancery or the court in which such action or suit was brought determines that the officer or director is fairly and reasonably entitled to indemnity, then the Court of Chancery or such other court may permit indemnity for such officer or director to the extent it deems proper.

The Registrant’s Bylaws provide generally that the Registrant shall indemnify its present and past directors and officers to the fullest extent permitted by the laws of Delaware as they may exist from time to time. Directors and officers of the Registrant and its subsidiaries are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal. The Registrant’s Bylaws also provide that indemnification thereunder is not exclusive, and the Registrant may agree to indemnify any person as provided therein. The Registrant is a party to indemnification agreements with its directors and officers. The agreements provide that the Registrant will indemnify such directors and officers to the fullest extent permitted by applicable law, and require the Registrant to maintain directors’ and officers’ liability insurance at the level in effect when the relevant indemnification agreement was executed and to advance expenses upon the request of an officer or director.

The Registrant’s Certificate of Incorporation provides that directors of the Registrant shall not be held personally liable to the Registrant or its stockholders for monetary damages arising from certain breaches of their fiduciary duties. The provision does not insulate directors from personal liability for (i) breaches of their duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions not taken in good faith or that involve intentional misconduct of knowing violation of law, (iii) transactions in which the director derives an improper personal benefit, (iv) unlawfully voting to pay dividends or to repurchase or redeem stock.

The Registrant maintains insurance policies providing for indemnification of directors and officers and for reimbursement to the Registrant for monies which it may pay as indemnity to any director or officer, subject to the conditions and exclusions of the policies and specified deductible provisions.

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Item  7. Exemption from Registration Claimed.

Not applicable.

Item  8. Exhibits

3.1	Certificate of Incorporation of the Company, dated March 8, 1982 incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.2	Certificate of Amendment of Certificate of Incorporation, dated May 19, 1986 incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.3	Certificate of Amendment of Certificate of Incorporation, dated May 19, 1987 incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.4	Certificate of Amendment of Certificate of Incorporation, dated May 31, 2001 incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 5, 2001.
3.5	Restated Bylaws of the Company incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 1999.
4.1	Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors.
4.2	Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (As Amended and Restated Effective May 18, 2003).
5.1	Opinion of Samuel P. Fried, Esq., regarding legality of securities.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Acknowledgement of Ernst & Young LLP.
23.3	Consent of Samuel P. Fried, Esq. (included in his opinion filed as Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).
99.1	Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan incorporated by reference to the Intimate Brands, Inc. Proxy Statement dated April 14, 1997 (SEC file #1-13814).

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Item 9. Undertakings.

A. UPDATING DISCLOSURE

The undersigned registrant hereby undertakes

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;

Provided, however, That paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the 1934 Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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B. SUBSEQUENT EXCHANGE ACT DOCUMENTS.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, and State of Ohio on the      day of November, 2003.

LIMITED BRANDS, INC. (Registrant)
By:	/s/    Leslie H. Wexner
Title:	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leslie H. Wexner, Samuel P. Fried or V. Ann Hailey, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement and any amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits hereto and all documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or his or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated and as of the 7th day of November, 2003.

Signatures	Title
/s/    Leslie H. Wexner Leslie H. Wexner	Chairman of the Board and Chief Executive Officer
/s/    V. Ann Hailey V. Ann Hailey	Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer)
/s/    Eugene M. Freedman Eugene M. Freedman	Director
/s/    E. Gordon Gee E. Gordon Gee	Director

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/s/    James L. Heskett James L. Heskett	Director
/s/    Donna A. James Donna A. James	Director
/s/    David T. Kollat David T. Kollat	Director
/s/    Leonard A. Schlesinger Leonard A. Schlesinger	Director
/s/    Donald B. Shackelford Donald B. Shackelford	Director
/s/    Allan R. Tessler Allan R. Tessler	Director
/s/    Abigail S. Wexner Abigail S. Wexner	Director
/s/    Raymond Zimmerman Raymond Zimmerman	Director

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EXHIBIT INDEX

3.1	Certificate of Incorporation of the Company, dated March 8, 1982 incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.2	Certificate of Amendment of Certificate of Incorporation, dated May 19, 1986 incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.3	Certificate of Amendment of Certificate of Incorporation, dated May 19, 1987 incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2001.
3.4	Certificate of Amendment of Certificate of Incorporation, dated May 31, 2001 incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 5, 2001.
3.5	Restated Bylaws of the Company incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 1999.
4.1	Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors.
4.2	Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (As Amended and Restated Effective May 18, 2003).
5.1	Opinion of Samuel P. Fried, Esq., regarding legality of securities.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Acknowledgement of Ernst & Young LLP.
23.3	Consent of Samuel P. Fried, Esq. (included in his opinion filed as Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).
99.1	Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan incorporated by reference to the Intimate Brands, Inc. Proxy Statement dated April 14, 1997 (SEC file #1-13814).

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EX-4.1

                                                                     Exhibit 4.1

                              LIMITED BRANDS, INC.
                 STOCK AWARD AND DEFERRED COMPENSATION PLAN FOR
                             NON-ASSOCIATE DIRECTORS

1.   Purpose

     The purpose of the Limited Brands, Inc. Stock Award and Deferred
Compensation Plan for Non-Associate Directors (the "Plan") is to promote the
interests of Limited Brands, Inc. (the "Company") and its stockholders by
increasing the proprietary interests of non-associate directors in the growth
and performance of the Company by awarding to such directors an Annual Stock
Retainer in addition to their Annual Cash Retainer and by providing such
directors with the opportunity to defer all or a portion of their Annual Stock
Retainer and Annual Cash Retainer.

2.   Definitions

     Whenever the following terms are used in this document, they shall have the
meanings stated below unless a different meaning is plainly required by the
context.

     (a)  "Account" shall mean the account maintained by the Company on behalf
of an Eligible Director to record that portion, if any, of an Eligible
Director's

          (i)  Annual Stock Retainer that the Eligible Director elects to defer
     pursuant to Section 6, and

          (ii) Annual Cash Retainer that the Eligible Director has elected to
     defer pursuant to Section 7.

     (b)  "Annual Cash Retainer" shall mean the amount payable annually to an
Eligible Director in cash for his or her services as a member of the Board and
its committees during the Company's fiscal year. Such amount shall be determined
from time to time by the Board. The Annual Cash Retainer shall be paid to an
Eligible Director or credited to the Eligible Director's Account, as the case
may be, on a quarterly basis in arrears in accordance with policies adopted by
the Board.

     (c)  "Annual Stock Retainer" shall mean the amount payable annually to an
Eligible Director in the form of Shares or Deferred Stock Units (as determined
pursuant to Section 6) for his or her services as a member of the Board and its
committees during the Company's fiscal year. The number of Shares or Deferred
Stock Units awarded to an Eligible Director as his or her Annual Stock Retainer
for a fiscal year shall be equal to the dollar amount of the Annual Stock
Retainer for the fiscal year (as determined from time to time by the Board)
divided by the Fair Market Value of a Share on the Grant Date for such fiscal
year (rounded up to the next highest whole Share or Deferred Stock Unit). The
number of Shares or Deferred Stock Units awarded to the Eligible Director shall
be paid to such Eligible Director or credited to such



Eligible Director's Account, as the case may be, on a quarterly basis in arrears
in accordance with policies adopted by the Board.

     (d)  "Board" shall mean the Board of Directors of the Company.

     (e)  "Deferred Stock Units" shall mean the units credited to an Eligible
Director's Account pursuant to Sections 6 and/or 7.

     (f)  "Eligible Director" shall mean a member of the Board who is not an
associate of the Company or its affiliates.

     (g)  "Fair Market Value" shall mean the closing price for a Share as
reported on the principal exchange on which the Shares are listed for the date
in question, or if there were no sales on such date, the most recent prior date
on which there were sales.

     (h)  "Grant Date" shall mean the first business day of each fiscal year of
the Company, except that for the 2003 fiscal year, the Grant Date shall be May
20, 2003.

     (i)  "Share" shall mean a share of the Company's common stock, $.50 per
share par value.

     (j)  "Termination of Service" means the termination of an Eligible
Director's service as a director of the Company for any reason.

3.   Administration

     The Plan shall be administered by the Board. Subject to the provisions of
the Plan, the Board shall be authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan and to make all
determinations necessary or advisable for the administration of the plan. The
determination of the Board in the administration of the Plan shall be final and
conclusive. Any actions authorized or permitted to be taken by the Board may be
delegated by the Board to its Compensation Committee or any other committee or
persons. The Secretary of the Company shall be authorized to implement the Plan
in accordance with its terms and to take such actions of a ministerial nature as
shall be necessary to effectuate the intent and purposes thereof. The validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the laws of the State of
Delaware.

4.   Eligibility

     Participation in the Plan shall be limited to Eligible Directors.

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5.   Shares Subject to Plan

     Subject to adjustment as provided in Section11, an aggregate of 500,000
Shares shall be available for issuance under the Plan. The Shares payable
hereunder may be authorized but unissued Shares or treasury Shares.

6.   Elective Deferral of Annual Stock Retainer

     An Eligible Director's Annual Stock Retainer shall be paid in the form of
Shares; provided, however, that beginning with the Company's 2004 fiscal year,
the Eligible Director may elect to receive Deferred Stock Units in lieu of
Shares pursuant to the procedures set forth in Section 8.

7.   Elective Deferral of Annual Cash Retainer

     An Eligible Director may elect to defer all or a portion of the Annual Cash
Retainer otherwise payable to him or her for fiscal years of the Company
beginning with the 2004 fiscal year. Such deferral may be either in the form of
cash or in the form of Deferred Stock Units. If the Eligible Director elects to
defer a portion of the Annual Cash Retainer in the form of Deferred Stock Units,
the number of Deferred Stock Units that shall be credited to the Eligible
Director's Account shall be the portion of the Annual Cash Retainer that the
Eligible Director elects to receive in the form of Deferred Stock Units divided
by the Fair Market Value of a Share on the Grant Date (rounded down to the next
lowest whole Deferred Stock Unit).

8.   Deferral Elections

     (a)  An Eligible Director who desires to defer all or a portion of his or
her Annual Cash Retainer and/or all or a portion of his or her Annual Stock
Retainer (which are payable to him or her on or after the beginning of the
Company's 2004 fiscal year) must file a Retainer Deferral Form with the Company.

     (b)  The Retainer Deferral Form must be filed with the Company prior to the
first day of the calendar year in which the Annual Cash Retainer and/or Annual
Stock Retainer would otherwise be earned by and payable to the Eligible
Director. If an individual first becomes an Eligible Director after the first
day of a calendar year, he or she must file a Retainer Deferral Form within
thirty (30) days after the date on which he or she first becomes an Eligible
Director. A Retainer Deferral Form shall only apply to Annual Cash Retainers and
Annual Stock Retainers earned after the date on which the Retainer Deferral Form
is filed with the Company.

     (c)  A Retainer Deferral Form shall remain in full force and effect until
modified or terminated by the filing of a new Retainer Deferral Form with the
Company. A new Retainer Deferral Form shall only apply to Annual Cash Retainers
and Annual Stock Retainers payable in fiscal years beginning after the end of
the calendar year in which the new Retainer Deferral Form is filed with the
Company.

                                        3



9.   Accounts

     (a)  The Company shall maintain on its books and records an Account for
each Eligible Director that shall be adjusted annually to reflect credits under
this Section 9 and payments under Section 10.

     (b)  An Eligible Director's Account shall be credited with:

          (i)  the Deferred Stock Units elected by the Eligible Director
     pursuant to Sections 6 and/or 7, and

          (ii) an amount equal to that portion of the Eligible Director's Annual
     Cash Retainer that he or she has elected to defer in the form of cash
     pursuant to Section 7.

     (c)  Deferred Stock Units credited to an Eligible Director's Account
pursuant to Sections 6 and/or 7 shall be credited with "dividend equivalents" in
an amount equal to the amount the Eligible Director would have received as
dividends if the Deferred Stock Units were actual Shares held by the Eligible
Director. Dividend equivalents paid on Deferred Stock Units will be converted
into additional Deferred Stock Units based on the Fair Market Value of a Share
on the dividend payment date. Notwithstanding any other provision of this Plan
to the contrary, Deferred Stock Units credited to an Eligible Director's Account
shall not be considered or construed as an actual investment in Shares.

     (d)  The Company's Treasury Department shall establish an appropriate and
reasonable rate of return to be applied to each Eligible Director's Account,
except for that portion of the Eligible Director's Account attributable to
Deferred Stock Units. The rates established by the Company's Treasury Department
shall be based on such interest rate related factors or indicia as the Treasury
Department deems appropriate, including but not limited to the Company's cost of
funds or cost of borrowing. Such rate or rates shall be applied as of the last
day of each month to the Account balance at the beginning of the month
(exclusive of the portion of the Account balance attributable to Deferred Stock
Units).

     (e)  An Eligible Director shall at all times be 100 percent vested in his
or her Account.

10.  Payments

     (a)  Payment of an Eligible Director's Account shall be made or commenced
as soon as practicable and in no event later than ninety (90) days after the
Eligible Director incurs a Termination of Service. The portion of an Eligible
Director's Account consisting of whole Deferred Stock Units shall be payable in
the form of Shares, with one share being distributed for each Deferred Stock
Unit credited to the Eligible Director's Account. The remainder of the Eligible
Director's Account, including partial Deferred Stock Units, shall be paid in the
form of cash.

     (b)  At the time an Eligible Director elects to defer all or a portion of
his or her Annual Cash Retainer or Annual Stock Retainer, he or she shall elect
on his or her Retainer Deferral Form to receive payment of his or her Account
balance in a lump sum payment or in

                                        4



annual installments over a period of not less than one and not more than five
years. An Eligible Director may change his or her election to the alternative
form or to an alternative payout period at any time by filing a new Retainer
Deferral Form with the Company, provided that the new Retainer Deferral Form is
submitted at least twelve months prior to the Eligible Director's Termination of
Service. If an Eligible Director does not make an election with respect to
payment of his or her Account balance, then such Account balance shall be paid
in a single lump sum payment. If installment payments are elected by the
Eligible Director, Deferred Stock Units credited to his or her Account shall
continue to be credited with dividend equivalents pursuant to Section 9(c), and
the cash portion of his or her Account shall continue to be credited with
earnings pursuant to Section 9(d), for the duration of the payout period.

     (c)  Notwithstanding the provisions of Section 10(b), if the Eligible
Director incurs a Termination of Service as a result of his or her death, or if
the Eligible Director dies after incurring a Termination of Service but before
his or her entire Account has been distributed to him or her, the unpaid portion
of his or her Account shall be paid in a single lump sum payment as soon as
practicable after his or her death to his or her designated beneficiary.

11.  Adjustment of and Changes in Shares

     In the event of a stock split, stock dividend, extraordinary cash dividend,
subdivision or combination of Shares or any other change in corporate structure
affecting the Shares, the number of shares authorized to be paid under the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Deferred Stock Units credited to an Eligible Director's Account shall
be increased or deceased proportionately, as the case may be.

12.  No Rights of Shareholders

     Neither an Eligible Director nor his or her legal representative shall be,
or have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares payable upon distribution of a Deferred Stock Unit, unless
and until certificates for such Shares shall have been issued.

13.  Plan Amendments

     The Plan may be amended by the Board as it deems advisable or to conform to
any change in any law or regulation applicable thereto; provided that the Board
may not, without the authorization and approval of the Company's shareholders,
(i) increase the number of Shares that may be paid pursuant to the Plan, except
as permitted by Section 11, or (ii) modify in any respect the class of
individuals who constitute Eligible Directors.

14.  Nonalienation of Benefits

     None of the payments, benefits, or rights of any Eligible Director under
the Plan shall be subject to any claim of any creditor of such Eligible Director
and, to the fullest extent permitted by law, all such payments, benefits and
rights shall be free from attachment, garnishment or any other legal or
equitable process available to any creditor of such Eligible Director. No
Eligible Director shall have the right to alienate, commute, pledge, encumber or
assign any of the benefits or payments which the Eligible Director may expect to
receive, contingently or otherwise, under

                                        5



the Plan.

15.  Participants' Rights Unsecured.

     The Plan shall at all times be entirely unfunded and at no time shall any
assets of the Company be segregated for payment of any benefits hereunder.
Eligible Directors shall at all times have the status of general unsecured
creditors of the Company, and Eligible Directors shall not have any rights in or
against any specific assets of the Company. The Plan constitutes a mere promise
by the Company to make payments in the future.

16.  Effective Date and Duration of Plan

     The Plan shall  become  effective  on the date the  Company's  shareholders
approve the Plan.  The Plan shall  terminate  the day following the tenth annual
shareholders  meeting at which  directors are elected  succeeding such approval,
unless the Plan is  terminated  at an earlier date by the Board or is terminated
by exhaustion of the Shares available for issuance hereunder.


                                        6

EX-4.2

                                                                     Exhibit 4.2


                              LIMITED BRANDS, INC.

                1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
                (As Amended and Restated Effective May 18, 2003)




                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I ESTABLISHMENT AND PURPOSE............................................1
1.1.     Establishment and Effective Date......................................1
1.2.     Purpose...............................................................1
ARTICLE II AWARDS..............................................................1
2.1.     Form of Awards .......................................................1
2.2.     Maximum Shares Available..............................................2
ARTICLE III ADMINISTRATION.....................................................2
3.1.     Committee.............................................................2
3.2.     Powers of Committee...................................................2
3.3.     Delegation............................................................3
3.4.     Interpretations.......................................................3
3.5.     Liability; Indemnification............................................3
ARTICLE IV ELIGIBILITY.........................................................3
4.1.     Eligibility...........................................................3
ARTICLE V STOCK OPTIONS........................................................3
5.1.     Grant of Options......................................................3
5.2.     Option Price..........................................................4
5.3.     Term of Options.......................................................4
5.4.     Exercise of Options...................................................4
5.5.     Cancellation of Stock Appreciation Rights.............................4
ARTICLE VI SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS.................4
6.1.     Ten Percent Stockholder...............................................4
6.2.     Limitation on Grants..................................................4
6.3.     Limitations on Time of Grant..........................................5
ARTICLE VII STOCK APPRECIATION RIGHTS..........................................5
7.1.     Grants of Stock Appreciation Rights...................................5
7.2.     Limitations on Exercise...............................................5
7.3.     Surrender or Exchange of Tandem Stock Appreciation Rights.............5
7.4.     Exercise of Nontandem Stock Appreciation Rights.......................5
7.5.     Settlement of Stock Appreciation Rights...............................6
7.6.     Cash Settlement.......................................................6
ARTICLE VIII NONTRANSFERABILITY OF OPTIONS AND STOCK
APPRECIATION RIGHTS............................................................6
8.1.     Nontransferability of Options and Stock Appreciation Rights...........6
ARTICLE IX TERMINATION OF EMPLOYMENT...........................................6
9.1.     Exercise after Termination of Employment..............................6
9.2.     Total Disability......................................................7

ARTICLE X DEATH OF ASSOCIATE...................................................7
10.1.    Death of Associate While Employed.....................................7
10.2.    Death of Associate Following Termination of Employment................7
ARTICLE XI RESTRICTED SHARES...................................................8
11.1.    Grant of Restricted Shares............................................8

                                       -i-



                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page

11.2.    Restrictions..........................................................8
11.3.    Restricted Stock Certificates.........................................8
11.4.    Rights of Holders of Restricted Shares................................8
11.5.    Forfeiture............................................................8
11.6.    Delivery of Restricted Shares.........................................9
11.7.    Performance-based Objectives..........................................9
11.8.    Restricted Share Units................................................9
11.9.    Payment of Restricted Share Units....................................10
ARTICLE XII PERFORMANCE SHARES................................................10
12.1.    Award of Performance Shares..........................................10
12.2.    Performance Period...................................................10
12.3.    Right to Payment of Performance Shares...............................10
12.4.    Payment for Performance Shares.......................................11
12.5.    Voting and Dividend Rights...........................................11
ARTICLE XIII PERFORMANCE UNITS................................................11
13.1.    Award of Performance Units...........................................11
13.2.    Right to Payment of Performance Units................................12
13.3.    Payment for Performance Units........................................12
ARTICLE XIV UNRESTRICTED SHARES...............................................12
14.1.    Award of Unrestricted Shares.........................................12
14.2.    Delivery of Unrestricted Shares......................................12
ARTICLE XV TAX OFFSET PAYMENTS................................................13
15.1.    Tax Offset Payments..................................................13
ARTICLE XVI ADJUSTMENTS.......................................................13
16.1.    Adjustments..........................................................13
ARTICLE XVII AMENDMENT AND TERMINATION........................................13
17.1.    Amendment And Termination............................................13
ARTICLE XVIII WRITTEN AGREEMENT...............................................14
18.1.    Written Agreements...................................................14
ARTICLE XIX MISCELLANEOUS PROVISIONS..........................................14
19.1.    Fair Market Value....................................................14
19.2.    Tax Withholding......................................................14
19.3.    Compliance With Section 16(b) and Section 162(m).....................14
19.4.    Successors...........................................................15
19.5.    General Creditor Status..............................................15
19.6.    No Right to Employment...............................................15
19.7.    Notices..............................................................15
19.8.    Severability.........................................................15
19.9.    Governing Law........................................................15
19.10.   Term of Plan.........................................................15
ARTICLE XX CHANGE IN CONTROL..................................................16
20.1.    Definition of Change in Control......................................16
20.2.    Effect of Change in Control..........................................18

                                      -ii-



                              LIMITED BRANDS, INC.

                1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
                (As Amended and Restated Effective May 18, 2003)

                                    ARTICLE I

                            ESTABLISHMENT AND PURPOSE

     1.1.  Establishment and Effective Date. Limited Brands, Inc., a Delaware
corporation formerly known as The Limited, Inc. (the "Company"), previously
established a stock incentive plan known as "The Limited, Inc. 1993 Stock Option
and Performance Incentive Plan (2002 Restatement)" (the "Plan"). The Company
hereby amends and restates the Plan, effective as of May 18, 2003.

     1.2.  Purpose. The Company desires to attract and retain the best
available executive and key management associates for itself and its
subsidiaries and to encourage the highest level of performance by such
associates in order to serve the best interests of the Company and its
stockholders. The Plan is expected to contribute to the attainment of these
objectives by offering eligible associates the opportunity to acquire stock
ownership interests in the Company, and other rights with respect to stock of
the Company, and to thereby provide them with incentives to put forth maximum
efforts for the success of the Company and its subsidiaries.

                                   ARTICLE II

                                     AWARDS

     2.1.  Form of Awards. Awards under the Plan may be granted in any one or
all of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) nonstatutory stock options ("Nonstatutory
Stock Options") (unless otherwise indicated, references in the Plan to Options
shall include both Incentive Stock Options and Nonstatutory Stock Options);
(iii) stock appreciation rights ("Stock Appreciation Rights"), as described in
Article VII, which may be awarded either in tandem with Options ("Tandem Stock
Appreciation Rights") or on a stand-alone basis ("Nontandem Stock Appreciation
Rights"); (iv) shares of common stock of the Company ("Common Stock") which are
restricted as provided in Article XI ("Restricted Shares"); (v) units
representing shares of Common Stock, as described in Article XII ("Performance
Shares"); (vi) units which do not represent shares of Common Stock but which may
be paid in the form of Common Stock, as described in Article XIII ("Performance
Units"); (vii) shares of unrestricted Common Stock ("Unrestricted Shares"); and
(viii) tax offset payments ("Tax Offset Payments"), as described in Article XV.
"Substitute Awards" are Awards granted in assumption of, or in substitution for,
any outstanding awards previously granted by a company acquired by the Company
or with which the Company (or a subsidiary thereof) combines.



     2.2.   Maximum Shares Available. The maximum aggregate number of shares of
Common Stock available for award under the Plan is 21,154,951 subject to
adjustment pursuant to Article XVI, plus shares of Common Stock issuable upon
the exercise of Substitute awards; provided, however, that no more than
4,230,990 of shares of Common Stock may be issued other than pursuant to awards
of Options or SARs under the Plan. In addition, Tax Offset Payments which may be
awarded under the Plan will not exceed the number of shares available for
issuance under the Plan. Shares of Common Stock issued pursuant to the Plan may
be either authorized but unissued shares or issued shares reacquired by the
Company. In the event that prior to the end of the period during which Options
may be granted under the Plan, any Option or any Nontandem Stock Appreciation
Right under the Plan expires unexercised or is terminated, surrendered or
canceled (other than in connection with the exercise of a Stock Appreciation
Right) without being exercised in whole or in part for any reason, or any
Restricted Shares, Performance Shares or Performance Units are forfeited, or if
such awards are settled in cash in lieu of shares of Common Stock, then such
shares or units may, at the discretion of the Committee (as defined below) to
the extent permissible under Rule 16b-3 under the Securities Exchange Act of
1934 (the "Act"), be made available for subsequent awards under the Plan, upon
such terms as the Committee may determine; provided, however, that the foregoing
shall not apply to or in respect of Substitute Awards.


                                   ARTICLE III

                                 ADMINISTRATION

     3.1.   Committee. The Plan shall be administered by a Committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board. Each member of the Committee shall be an "outside
director" (within the meaning of Section 162(m) of the Code) and a "non-employee
director" (within the meaning of Rule 16b-3(b)(3)(i) under the Act).

     3.2.   Powers of Committee. Subject to the express provisions of the Plan,
the Committee shall have the power and authority (i) to grant Options and to
determine the purchase price of the Common Stock covered by each Option, the
term of each Option, the number of shares of Common Stock to be covered by each
Option and any performance objectives or vesting standards applicable to each
Option; (ii) to designate Options as Incentive Stock Options or Nonstatutory
Stock Options and to determine which Options, if any, shall be accompanied by
Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation
Rights and Nontandem Stock Appreciation Rights and to determine the terms and
conditions of such rights; (iv) to grant Restricted Shares and to determine the
term of the restricted period and other conditions and restrictions applicable
to such shares; (v) to grant Performance Shares and Performance Units and to
determine the performance objectives, performance periods and other conditions
applicable to such shares or units; (vi) to grant Unrestricted Shares; (vii) to
determine the amount of, and to make, Tax Offset Payments; and (viii) to
determine the associates to whom, and the time or times at which, Options, Stock
Appreciation Rights, Restricted Shares, Performance Shares, Performance Units
and Unrestricted Shares shall be granted.

                                        2



     3.3.   Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may deem
advisable; provided, however, that the Committee may not delegate any of its
responsibilities hereunder if such delegation will cause (i) transactions under
the Plan to fail to comply with Section 16 of the Act or (ii) the Committee to
fail to qualify as "outside directors" under Section 162(m) of the Code. The
Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions or
valuations of any such advisors.

     3.4.   Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all associates who have received awards under the Plan and all
other interested persons.

     3.5.   Liability; Indemnification. No member of the Committee, nor any
person to whom duties have been delegated, shall be personally liable for any
action, interpretation or determination made with respect to the Plan or awards
made thereunder, and each member of the Committee shall be fully indemnified and
protected by the Company with respect to any liability he or she may incur with
respect to any such action, interpretation or determination, to the extent
permitted by applicable law and to the extent provided in the Company's
Certificate of Incorporation and Bylaws, as amended from time to time.


                                   ARTICLE IV

                                   ELIGIBILITY

     4.1.   Eligibility. Awards shall be limited to executive and key management
associates who are regular, full-time associates of the Company and its present
and future subsidiaries. In determining the associates to whom awards shall be
granted and the number of shares to be covered by each award, the Committee
shall take into account the nature of the services rendered by such associates,
their present and potential contributions to the success of the Company and its
subsidiaries and such other factors as the Committee in its sole discretion
shall deem relevant. As used in this Plan, the term "subsidiary" shall mean any
corporation which at the time qualifies as a subsidiary of the Company under the
definition of "subsidiary corporation" set forth in Section 424(f) of the Code,
or any successor provision hereafter enacted. No associate may be granted in any
calendar year awards covering more than 2,000,000 shares of Common Stock.


                                    ARTICLE V

                                  STOCK OPTIONS

     5.1.   Grant of Options. Options may be granted under this Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and

                                        3



conditions, including the satisfaction of corporate or individual performance
objectives and other vesting standards, as the Committee shall from time to time
determine.

     5.2.   Option Price. The option price of each Option to purchase Common
Stock shall be determined by the Committee at the time of the grant, but, except
in the case of Substitute Awards, shall not be less than 100 percent of the fair
market value of the Common Stock subject to such Option on the date of grant.
The option price so determined shall also be applicable in connection with the
exercise of any Tandem Stock Appreciation Right granted with respect to such
Option.

     5.3.   Term of Options. The term of each Option granted under the Plan
shall not exceed ten (10) years from the date of grant, subject to earlier
termination as provided in Articles IX and X, except as otherwise provided in
Section 6.1 with respect to ten (10) percent stockholders of the Company.

     5.4.   Exercise of Options. Subject to the provisions of Article XX, an
Option may be exercised, in whole or in part, at such time or times as the
Committee shall determine. The Committee may, in its discretion, accelerate the
exercisability of any Option at any time. Options may be exercised by an
associate by giving written notice to the Committee stating the number of shares
of Common Stock with respect to which the Option is being exercised and
tendering payment therefor. Payment for the Common Stock issuable upon exercise
of the Option shall be made in full in cash or by certified check or, if the
Committee, in its sole discretion, permits, in shares of Common Stock (valued at
fair market value on the date of exercise). As soon as reasonably practicable
following such exercise, a certificate representing the shares of Common Stock
purchased, registered in the name of the associate, shall be delivered to the
associate.

     5.5.   Cancellation of Stock Appreciation Rights. Upon exercise of all or a
portion of an Option, the related Tandem Stock Appreciation Rights shall be
canceled with respect to an equal number of shares of Common Stock.


                                   ARTICLE VI

               SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS

     6.1.   Ten Percent Stockholder. Notwithstanding any other provision of this
Plan to the contrary, no associate may receive an Incentive Stock Option under
the Plan if such associate, at the time the award is granted, owns (after
application of the rules contained in Section 424(d) of the Code) stock
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Company or its subsidiaries, unless (i) the option price
for such Incentive Stock Option is at least 110 percent of the fair market value
of the Common Stock subject to such Incentive Stock Option on the date of grant
and (ii) such Option is not exercisable after the date five (5) years from the
date such Incentive Stock Option is granted.

                                        4



     6.2.   Limitation on Grants. The aggregate fair market value (determined
with respect to each Incentive Stock Option at the time such Incentive Stock
Option is granted) of the shares of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by an associate during any
calendar year (under this Plan or any other plan of the Company or a subsidiary)
shall not exceed $100,000.

     6.3.   Limitations on Time of Grant. No grant of an Incentive Stock Option
shall be made under this Plan more than ten (10) years after the earlier of the
date of adoption of the Plan by the Board or the date the Plan is approved by
stockholders.


                                   ARTICLE VII

                            STOCK APPRECIATION RIGHTS

     7.1.   Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights may be awarded by the Committee in connection with any Option granted
under the Plan, either at the time the Option is granted or thereafter at any
time prior to the exercise, termination or expiration of the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. At
the time of grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the base
price of shares of Common Stock to be used in connection with the calculation
described in Section 7.4 below. The base price of a Nontandem Stock Appreciation
Right shall be not less than 100 percent of the fair market value of a share of
Common Stock on the date of grant. Stock Appreciation Rights shall be subject to
such terms and conditions not inconsistent with the other provisions of this
Plan as the Committee shall determine.

     7.2.   Limitations on Exercise. Subject to the provisions of Articles IX, X
and XX, a Tandem Stock Appreciation Right shall be exercisable only to the
extent that the related Option is exercisable and shall be exercisable only for
such period as the Committee may determine (which period may expire prior to the
expiration date of the related Option). Upon the exercise of all or a portion of
Tandem Stock Appreciation Rights, the related Option shall be canceled with
respect to an equal number of shares of Common Stock. Shares of Common Stock
subject to Options, or portions thereof, surrendered upon exercise of a Tandem
Stock Appreciation Right, shall not be available for subsequent awards under the
Plan. Subject to the provisions of Article XX, a Nontandem Stock Appreciation
Right shall be exercisable during such period as the Committee shall determine.

     7.3.   Surrender or Exchange of Tandem Stock Appreciation Rights. A Tandem
Stock Appreciation Right shall entitle the associate to surrender to the Company
unexercised the related option, or any portion thereof, and to receive from the
Company in exchange therefor that number of shares of Common Stock having an
aggregate fair market value equal to (A) the excess of (i) the fair market value
of one (1) share of Common Stock as of the date the Tandem Stock Appreciation
Right is exercised over (ii) the option price per share specified in such
Option, multiplied by (B) the number of shares of Common Stock subject to the
Option, or portion thereof, which is surrendered. Cash shall be delivered in
lieu of any fractional shares.

                                        5



     7.4.   Exercise of Nontandem Stock Appreciation Rights. The exercise of a
Nontandem Stock Appreciation Right shall entitle the associate to receive from
the Company that number of shares of Common Stock having an aggregate fair
market value equal to (A) the excess of (i) the fair market value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.

     7.5.   Settlement of Stock Appreciation Rights. As soon as is reasonably
practicable after the exercise of a Stock Appreciation Right, the Company shall
(i) issue, in the name of the associate, stock certificates representing the
total number of full shares of Common Stock to which the associate is entitled
pursuant to Section 7.3 or 7.4 hereof, and cash in an amount equal to the fair
market value, as of the date of exercise, of any resulting fractional shares,
and (ii) if the Committee causes the Company to elect to settle all or part of
its obligations arising out of the exercise of the Stock Appreciation Right in
cash pursuant to Section 7.6, deliver to the associate an amount in cash equal
to the fair market value, as of the date of exercise, of the shares of Common
Stock it would otherwise be obligated to deliver.

     7.6.   Cash Settlement. The Committee, in its discretion, may cause the
Company to settle all or any part of its obligation arising out of the exercise
of a Stock Appreciation Right by the payment of cash in lieu of all or part of
the shares of Common Stock it would otherwise be obligated to deliver in an
amount equal to the fair market value of such shares on the date of exercise.


                                  ARTICLE VIII

           NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS

     8.1.   Nontransferability of Options and Stock Appreciation Rights. No
Option or Stock Appreciation Right may be transferred, assigned, pledged or
hypothecated (whether by operation of law or otherwise), except as provided by
will or the applicable laws of descent and distribution, and no Option or Stock
Appreciation Right shall be subject to execution, attachment or similar process.
Any attempted assignment transfer, pledge, hypothecation or other disposition of
an Option or a Stock Appreciation Right not specifically permitted herein shall
be null and void and without effect. An Option or Stock Appreciation Right may
be exercised by an associate only during his or her lifetime, or following his
or her death pursuant to Article X.


                                   ARTICLE IX

                            TERMINATION OF EMPLOYMENT

     9.1.   Exercise after Termination of Employment. Except as the Committee
may at any time provide, in the event that the employment of an associate to
whom an Option or Stock

                                        6



Appreciation Right has been granted under the Plan (either after May 18, 2003 or
prior to May 19, 2003 with an option price greater than the closing price of the
Company's Common Stock on May 19, 2003) shall be terminated either by the
associate or by the associate's employer (for reasons other than death,
disability or gross misconduct), such Option or Stock Appreciation Right may be
exercised (to the extent that the associate was entitled to do so at the
termination of his employment) at any time within one (1) year after such
termination of employment. If the associate's employment is terminated by the
associate's employer for gross misconduct, as determined by the Committee, any
Option or Stock Appreciation Right granted prior to May 19, 2003 may be
exercised (to the extent that the associate was entitled to do so at the
termination of his employment) at any time within three (3) months of such
termination of employment and any Option or Stock Appreciation Right granted
after May 18, 2003 may be exercised (to the extent that the associate was
entitled to do so at the termination of his employment) at any time within
thirty (30) days after such termination of employment for gross misconduct.

     9.2.   Total Disability. Except as the Committee may at any time provide,
in the event that an associate to whom an Option or Stock Appreciation Right has
been granted under the Plan shall become totally disabled, such Option or Stock
Appreciation Right may be exercised at any time within three (3) months after
the associate's employment is terminated due to the total disability, to the
extent that the associate was entitled to do so at the time of his termination
(it being understood that such termination occurs after nine (9) months of
absence from work due to the total disability). For purposes hereof, "total
disability" shall have the definition set forth in the Limited Brands, Inc.
Long-Term Disability Plan, which definition is hereby incorporated by reference.


                                    ARTICLE X

                               DEATH OF ASSOCIATE

     10.1.  Death of Associate While Employed. If an associate to whom an Option
or Stock Appreciation Right has been granted under the Plan (either after May
18, 2003 or prior to May 19, 2003 with an option price greater than the closing
price of the Company's Common Stock on May 19, 2003) shall die while employed by
the Company or one of its subsidiaries, such Option or Stock Appreciation Right
shall become fully exercisable by the associate's beneficiary (as indicated on
the appropriate form provided by the Committee), or if no beneficiary is so
indicated, then by the estate or person who acquires the right to exercise such
Option or Stock Appreciation Right upon his or her death by bequest or
inheritance. Such exercise may occur at any time within one (1) year after the
date of the associate's death or such other period as the Committee may at any
time provide, but in no case later than the date on which the Option or Stock
Appreciation Right terminates.

     10.2.  Death of Associate Following Termination of Employment. If an
associate to whom an Option or Stock Appreciation Right has been granted under
the Plan shall die after the termination of his employment, but before the end
of the period provided under the Plan by which a terminated associate may
exercise such Option or Stock Appreciation Right, such Option or Stock
Appreciation Right may be exercised, to the extent that the associate was

                                        7



entitled to do so at the time of his death, by the associate's beneficiary (as
indicated on the appropriate form provided by the Committee), or if no
beneficiary is so indicated, then by the estate or person who acquires the right
to exercise such Option or Stock Appreciation Right upon his or her death by
bequest or inheritance. Such exercise may occur at any time within the period in
which the terminated associate could have exercised such Option or Stock
Appreciation Right if he had not died, or such other period as the Committee may
at any time provide, but in no case later than the date on which the Option or
Stock Appreciation Right terminates.


                                   ARTICLE XI

                                RESTRICTED SHARES

     11.1.  Grant of Restricted Shares. The Committee may from time to time
cause the Company to grant Restricted Shares under the Plan to associates,
subject to such restrictions, conditions and other terms as the Committee may
determine.

     11.2.  Restrictions. At the time a grant of Restricted Shares is made, the
Committee shall establish a period of time (the "Restricted Period") applicable
to such Restricted Shares. Each grant of Restricted Shares may be subject to a
different Restricted Period. The Committee may, in its sole discretion, at the
time a grant is made, prescribe restrictions in addition to or other than the
expiration of the Restricted Period, including the satisfaction of corporate or
individual performance objectives, which shall be applicable to all or any
portion of the Restricted Shares. Except with respect to grants of Restricted
Shares intended to qualify as performance-based compensation for purposes of
Section 162(m) of the Code, the Committee may also, in its sole discretion,
shorten or terminate the Restricted Period or waive any other restrictions
applicable to all or a portion of such Restricted Shares. None of the Restricted
Shares may be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of during the Restricted Period or prior to the satisfaction of any
other restrictions prescribed by the Committee with respect to such Restricted
Shares. Upon the death of an associate, any restrictions applicable to
Restricted Shares which have been granted to such associate shall be deemed to
have been satisfied and the Restricted Period, if any, applicable to Restricted
Shares held by such associate, shall be deemed to have expired.

     11.3.  Restricted Stock Certificates. If the Committee deems it necessary
or appropriate, the Company may issue, in the name of each associate to whom
Restricted Shares have been granted, stock certificates representing the total
number of Restricted Shares granted to the associate, provided that such
certificates bear an appropriate legend or other restriction on transfer. The
Secretary of the Company shall hold such certificates, properly endorsed for
transfer, for the associate's benefit until such time as the Restricted Shares
are forfeited to the Company, or the restrictions lapse.

     11.4.  Rights of Holders of Restricted Shares. Except as determined by the
Committee either at the time Restricted Shares are awarded or any time
thereafter prior to the lapse of the restrictions, holders of Restricted Shares
shall not have the right to vote such shares or the right

                                        8



to receive any dividends with respect to such shares. All distributions, if any,
received by an associate with respect to Restricted Shares as a result of any
stock split-up, stock distribution, a combination of shares, or other similar
transaction shall be subject to the restrictions of this Article XI.

     11.5.  Forfeiture. Except as provided in Article XX and as the Committee
may at any time provide, any Restricted Shares granted to an associate pursuant
to the Plan shall be forfeited if the associate's employment with the Company or
its subsidiaries is terminated either by the associate or his employer for
reasons other than death prior to the expiration or termination of the
Restricted Period and the satisfaction of any other conditions applicable to
such Restricted Shares. Upon such forfeiture, the Secretary of the Company shall
either cancel or retain in its treasury the Restricted Shares that are forfeited
to the Company.

     11.6.  Delivery of Restricted Shares. Upon the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed by
the Committee, the restrictions applicable to the Restricted Shares shall lapse
and a stock certificate for the number of Restricted Shares with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions, to the associate or the associate's beneficiary or estate, as the
case may be.

     11.7.  Performance-based Objectives. At the time of the grant of Restricted
Shares to an associate, and prior to the beginning of the performance period to
which performance objectives relate, the Committee may establish performance
objectives based on any one or more of the following: price of Company Common
Stock or the stock of any affiliate, shareholder return, return on equity,
return on investment, return on capital, sales productivity, comparable store
sales growth, economic profit, economic value added, net income, operating
income, gross margin, sales, free cash flow, earnings per share, operating
company contribution or market share. These factors shall have a minimum
performance standard below which, and a maximum performance standard above
which, no payments will be made. These performance goals may be based on an
analysis of historical performance and growth expectations for the business,
financial results of other comparable businesses, and progress towards achieving
the long-range strategic plan for the business. These performance goals and
determination of results shall be based entirely on financial measures. The
Committee may not use any discretion to modify award results except as permitted
under Section 162(m) of the Code.

     11.8.  Restricted Share Units. The Committee may permit an associate who
has been designated to receive a Restricted Share award to elect to receive such
Restricted Share award in the form of Restricted Share Units. Each "Restricted
Share Unit" represents the right to receive a share of Common Stock in the
future, provided that the restrictions and conditions designated by the
Committee at the time of grant are satisfied. Such Restricted Share Unit award
shall be subject to the same restrictions, conditions and forfeiture provisions
as the Restricted Share award that it replaces. Except as determined otherwise
by the Committee, during the Restricted Period with respect to such Restricted
Share Units, associates shall not have the right to receive any dividends with
respect to such Restricted Share Units. After the end of the Restricted Period
and prior to the time that shares of Common Stock are transferred to the
associate, the associate shall be credited with "dividend equivalents" with
respect to each outstanding Restricted Share Unit in an amount equal to the
amount the associate would have received as dividends if the

                                        9



Restricted Shares Units were actual shares of Common Stock. Such dividend
equivalents will be converted into additional Restricted Share Units based on
the value of the Common Stock on the dividend payment date, in accordance with
the procedures established by the Committee. All elections with respect to
Restricted Share Units under this Section 11.08 and Section 11.09 must be made
in accordance with procedures established by the Committee and any election not
made in accordance with such procedures shall be disregarded.

     At no time shall any assets of the Company be segregated for payment of
Restricted Share Units hereunder. Associates who have elected to receive
Restricted Shares in the form of Restricted Share Units shall at all times have
the status of general unsecured creditors of the Company and shall not have any
rights in or against specific assets of the Company. The Plan constitutes a mere
promise by the Company to make payments on Restricted Share Units in the future.

     11.9.  Payment of Restricted Share Units. Restricted Share Units are
payable solely in shares of unrestricted Common Stock. Shares attributable to
Restricted Share Units that are vested on the associate's termination of
employment shall be transferred to the associate in a single distribution, or
may be distributed in substantially equal annual installments of up to ten years
following such termination of employment, as elected by the associate at the
time the award is made. The associate may annually change his or her election to
any allowable alternative distribution period by submitting such election to the
Committee at least 12 months prior to termination of employment. Any
distribution election that is made less than 12 months prior to termination of
employment shall be disregarded and, if no valid distribution election is on
file at termination of employment, such shares shall be transferred as soon as
administratively practicable in a single distribution. If installment
distributions are elected, the initial installment shall be made on or before
April 30 of the calendar year following the calendar year in which such
termination of employment occurred. Subsequent installments shall be made on
each anniversary of the initial installment and shall continue for the duration
of the selected distribution period. If the associate dies prior to the time all
shares have been distributed, distribution shall be made to the associate's
beneficiary or estate, in accordance with the distribution period elected by the
associate. An associate shall have no rights as a shareholder with respect to
Restricted Share Units until such time, if any, as shares of Common Stock are
transferred to the associate (or his or her beneficiary or estate, if
applicable).


                                   ARTICLE XII

                               PERFORMANCE SHARES

     12.1.  Award of Performance Shares. For each Performance Period (as defined
in Section 12.2), Performance Shares may be granted under the Plan to such
associates of the Company and its subsidiaries as the Committee shall determine.
Each Performance Share shall be deemed to be equivalent to one (1) share of
Common Stock. Performance Shares granted to an associate shall be credited to an
account (a "Performance Share Account") established and maintained for such
associate.

                                       10



     12.2.  Performance Period. "Performance Period" shall mean such period of
time as shall be determined by the Committee in its sole discretion. Different
Performance Periods may be established for different associates receiving
Performance Shares. Performance Periods may run consecutively or concurrently.

     12.3.  Right to Payment of Performance Shares. With respect to each award
of Performance Shares under this Plan, the Committee shall specify performance
objectives (the "Performance Objectives") which must be satisfied in order for
the associate to vest in the Performance Shares which have been awarded to him
or her for the Performance Period. If the Performance Objectives established for
an associate for the Performance Period are partially but not fully met, the
Committee may, nonetheless, in its sole discretion, determine that all or a
portion of the Performance Shares have vested. If the Performance Objectives for
a Performance Period are exceeded, the Committee may, in its sole discretion,
grant additional, full vested Performance Shares to the associate. The Committee
may also determine, in its sole discretion, that Performance Shares awarded to
an associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article IX) or retirement, or upon the
termination of the associate's employment prior to the end of the Performance
Period.

     12.4.  Payment for Performance Shares. As soon as practicable following the
end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 12.3). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Shares shall be granted to the
associate pursuant to Section 12.3. As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine at the
time of grant, the Company shall pay to the associate an amount with respect to
each vested Performance Share equal to the fair market value of a share of
Common Stock on such payment date or, if the Committee shall so specify at the
time of grant, an amount equal to (i) the fair market value of a share of Common
Stock on the payment date less (ii) the fair market value of a share of Common
Stock on the date of grant of the Performance Share. Payment shall be made
entirely in cash, entirely in Common Stock (including Restricted Shares) or in
such combination of cash and Common Stock as the Committee shall determine.

     12.5.  Voting and Dividend Rights. Except as the Committee may otherwise
provide, no associate shall be entitled to any voting rights, to receive any
dividends, or to have his or her Performance Share Account credited or increased
as a result of any dividends or other distribution with respect to Common Stock.
Notwithstanding the foregoing, within sixty (60) days from the date of payment
of a dividend by the Company on its shares of Common Stock, the Committee, in
its discretion, may credit an associate's Performance Share Account with
additional Performance Shares having an aggregate fair market value equal to the
dividend per share paid on the Common Stock multiplied by the number of
Performance Shares credited to his or her account at the time the dividend was
declared.

                                       11



                                  ARTICLE XIII

                              PERFORMANCE UNITS

     13.1.  Award of Performance Units. For each Performance Period (as
defined in Section 12.2), Performance Units may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. The award agreement covering such Performance Units shall specify a
value for each Performance Unit or shall set forth a formula for determining the
value of each Performance Unit at the time of payment (the "Ending Value"). If
necessary to make the calculation of the amount to be paid to the associate
pursuant to Section 13.3, the Committee shall also state in the award agreement
the initial value of each Performance Unit (the "Initial Value"). Performance
Units granted to an associate shall be credited to an account (a "Performance
Unit Account") established and maintained for such associate.

     13.2.  Right to Payment of Performance Units. With respect to each award
of Performance Units under this Plan, the Committee shall specify Performance
Objectives which must be satisfied in order for the associate to vest in the
Performance Units which have been awarded to him or her for the Performance
Period. If the Performance Objectives established for an associate for the
Performance Period are partially but not fully met, the Committee may,
nonetheless, in its sole discretion, determine that all or a portion of the
Performance Units have vested. If the Performance Objectives for a Performance
Period are exceeded, the Committee may, in its sole discretion, grant
additional, fully vested Performance Units to the associate. The Committee may
also determine, in its sole discretion, that Performance Units awarded to an
associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article IX) or retirement, or upon the
termination of employment of the associate by the Company.

     13.3.  Payment for Performance Units. As soon as practicable following
the end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 13.2). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Units shall be granted to the associate
pursuant to Section 13.2. As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine, the
Company shall pay to the associate an amount with respect to each vested
Performance Unit equal to the Ending Value of the Performance Unit or, if the
Committee shall so specify at the time of grant, an amount equal to (i) the
Ending Value of the Performance Unit less (ii) the Initial Value of the
Performance Unit. Payment shall be made entirely in cash, entirely in Common
Stock (including Restricted Shares) or in such combination of cash and Common
Stock as the Committee shall determine.

                                       12



                                   ARTICLE XIV

                               UNRESTRICTED SHARES

     14.1.  Award of Unrestricted Shares. The Committee may cause the
Company to grant  Unrestricted  Shares to associates  at such time or times,  in
such  amounts and for such  reasons as the  Committee,  in its sole  discretion,
shall determine. No payment shall be required for Unrestricted Shares.

     14.2.  Delivery of Unrestricted Shares. The Company shall issue, in the
name of each associate to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to the
associate, and shall deliver such certificates to the associate as soon as
reasonably practicable after the date of grant or on such later date as the
Committee shall determine at the time of grant.


                                   ARTICLE XV

                               TAX OFFSET PAYMENTS

     15.1.  Tax Offset Payments. The Committee shall have the authority at the
time of any award under this Plan or anytime thereafter to make Tax Offset
Payments to assist associates in paying income taxes incurred as a result of
their participation in this Plan. The Tax Offset Payments shall be determined by
multiplying a percentage established by the Committee by all or a portion (as
the Committee shall determine) of the taxable income recognized by an associate
upon (i) the exercise of a Nonstatutory Stock Option or a Stock Appreciation
Right, (ii) the disposition of shares received upon exercise of an Incentive
Stock Option, (iii) the lapse of restrictions on Restricted Shares, (iv) the
award of Unrestricted Shares, or (v) payments for Performance Shares or
Performance Units. The percentage shall be established, from time to time, by
the Committee at that rate which the Committee, in its sole discretion,
determines to be appropriate and in the best interests of the Company to assist
associates in paying income taxes incurred as a result of the events described
in the preceding sentence. Tax Offset Payments shall be subject to the
restrictions on transferability applicable to Options and Stock Appreciation
Rights under Article VIII.


                                   ARTICLE XVI

                                   ADJUSTMENTS

     16.1.  Adjustments. Notwithstanding any other provision of the Plan, the
Committee may at any time make or provide for such adjustments to the Plan, to
the number and class of shares available thereunder or to any outstanding
Options, Stock Appreciation Rights, Restricted Shares or Performance Shares as
it shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of changes in the number of shares of
outstanding Common Stock by reason of stock dividends, extraordinary cash
dividends, split-ups,

                                       13



recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like.


                                  ARTICLE XVII

                            AMENDMENT AND TERMINATION

     17.1.  Amendment And Termination. The Board may suspend, terminate, modify
or amend the Plan, provided that any amendment that would materially increase
the aggregate number of shares which may be issued under the Plan shall be
subject to the approval of the Company's stockholders, except that any such
increase or modification that may result from adjustments authorized by Article
XVI does not require such approval. If the Plan is terminated, the terms of the
Plan shall, notwithstanding such termination, continue to apply to awards
granted prior to such termination. No suspension, termination, modification or
amendment of the Plan may, without the consent of the associate to whom an award
shall theretofore have been granted, adversely affect the rights of such
associate under such award.


                                  ARTICLE XVIII

                                WRITTEN AGREEMENT

     18.1.  Written Agreements. Each award of Options, Stock Appreciation
Rights, Restricted Shares, Performance Shares, Performance Units, Unrestricted
Shares and Tax Offset Payments shall be evidenced by a written agreement,
executed by the associate and the Company, and containing such restrictions,
terms and conditions, if any, as the Committee may require. In the event of any
conflict between a written agreement and the Plan, the terms of the Plan shall
govern.


                                   ARTICLE XIX

                            MISCELLANEOUS PROVISIONS

     19.1.  Fair Market Value. "Fair market value" for purposes of this Plan
shall be the closing price of the Common Stock as reported on the principal
exchange on which the shares are listed for the date on which the grant,
exercise or other transaction occurs, or if there were no sales on such date,
the most recent prior date on which there were sales.

     19.2.  Tax Withholding. The Company shall have the right to require
associates or their beneficiaries or legal representatives to remit to the
Company an amount sufficiently to satisfy federal, state and local withholding
tax requirements, or to deduct from all payments under this Plan, including Tax
Offset Payments, amounts sufficient to satisfy all withholding tax requirements.
Whenever payments under the Plan are to be made to an associate in cash, such
payments shall be net of any amounts sufficient to satisfy all federal, state
and local withholding

                                       14



tax requirements. The Committee may, in its discretion, permit an associate to
satisfy his or her tax withholding obligation either by (i) surrendering shares
owned by the associate or (ii) having the Company withhold from shares otherwise
deliverable to the associate. Shares surrendered or withheld shall be valued at
their fair market value as of the date on which income is required to be
recognized for income tax purposes. In the case of an award of Incentive Stock
Options, the foregoing right shall be deemed to be provided to the associate at
the time of such award.

     19.3.  Compliance With Section 16(b) and Section 162(m). In the case of
associates who are or may be subject to Section 16 of the Act, it is the intent
of the corporation that the Plan and any award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule
16b-3, so that such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to associates who are or may be
subject to Section 16 of the Act. If any award hereunder is intended to qualify
as performance-based for purposes of Section 162(m) of the Code, the Committee
shall not exercise any discretion to increase the payment under such award
except to the extent permitted by Section 162(m) and the regulations thereunder.

     19.4.  Successors. The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and businesses of the Company. In the event of any of the foregoing, the
Committee may, at its discretion prior to the consummation of the transaction,
cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at
such time and in such manner as the Committee deems appropriate and in
accordance with applicable law.

     19.5.  General Creditor Status. Associates shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any associate or beneficiary or legal representative of such associate. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.

     19.6.  No Right to Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article XVIII, nor the grant of any award,
shall confer upon any associate any right to continue in the employ of the
Company or a subsidiary or to be entitled to any remuneration or benefits not
set forth in the Plan or such written agreement or interfere with or limit the
right of the Company or a subsidiary to modify the terms of or terminate such
associate's employment at any time.

                                       15



     19.7.  Notices. Notices required or permitted to be made under the Plan
shall be sufficiently made if sent by registered or certified mail addressed (a)
to the associate at the associate's address set forth in the books and records
of the Company or its subsidiaries, or (b) to the Company or the Committee at
the principal office of the Company.

     19.8.  Severability. In the event that any provision of the Plan shall be
held illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

     19.9.  Governing Law. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.

     19.10. Term of Plan. Unless earlier terminated pursuant to Article XVII
hereof, the Plan shall terminate on May 19, 2012.


                                   ARTICLE XX

                                CHANGE IN CONTROL

     20.1.  Definition of Change in Control. For purposes of this Plan, a Change
in Control means, and shall be deemed to have occurred upon, the occurrence of
any of the following events:

          (a)  Any Person (other than an Excluded Person) becomes, together with
               all "affiliates" and "associates" (each as defined under Rule
               12b-2 of the Exchange Act) "beneficial owner" (as defined under
               Rule 13d-3 of the Exchange Act) of securities representing 33% or
               more of the combined voting power of the Voting Stock of Limited
               Brands, Inc. then outstanding, unless such Person becomes
               "beneficial owner" of 33% or more of the combined voting power of
               such Voting Stock then outstanding solely as a result of an
               acquisition of such Voting Stock by Limited Brands, Inc. which,
               by reducing the Voting Stock of Limited Brands, Inc. outstanding,
               increases the proportionate Voting Stock beneficially owned by
               such Person (together with all "affiliates" and "associates" of
               such Person) to 33% or more of the combined voting power of the
               Voting Stock of Limited Brands, Inc. then outstanding; provided,
               that if a Person shall become the "beneficial owner" of 33% or
               more of the combined voting power of the Voting Stock of Limited
               Brands, Inc. then outstanding by reason of such Voting Stock
               acquisition by Limited Brands, Inc. and shall thereafter become
               the "beneficial owner" of any additional Voting Stock of Limited
               Brands, Inc. which causes the proportionate voting power of
               Voting Stock beneficially owned by such Person to increase to 33%
               or more of the combined voting power of the Voting Stock of
               Limited

                                       16



               Brands, Inc. then outstanding, such Person shall, upon becoming
               the "beneficial owner" of such additional Voting Stock of Limited
               Brands, Inc., be deemed to have become the "beneficial owner" of
               33% or more of the combined voting power of the Voting Stock then
               outstanding other than solely as a result of such Voting Stock
               acquisition by Limited Brands, Inc.;

          (b)  During any period of 24 consecutive months , individuals who at
               the beginning of such period constitute the Board of Directors of
               Limited Brands, Inc. (and any new Director, whose election by
               such Board or nomination for election by the stockholders of
               Limited Brands, Inc. was approved by a vote of at least
               two-thirds of the Directors then still in office who either were
               Directors at the beginning of the period or whose election or
               nomination for election was so approved), cease for any reason to
               constitute a majority of Directors then constituting such Board;

          (c)  A reorganization, merger or consolidation of Limited Brands, Inc.
               is consummated, in each case, unless, immediately following such
               reorganization, merger or consolidation, (i) more than 50% of,
               respectively, the then outstanding shares of common stock of the
               corporation resulting from such reorganization, merger or
               consolidation and the combined voting power of the then
               outstanding voting securities of such corporation entitled to
               vote generally in the election of directors is then beneficially
               owned, directly or indirectly, by all or substantially all of the
               individuals and entities who were the "beneficial owners" of the
               Voting Stock of Limited Brands, Inc. outstanding immediately
               prior to such reorganization, merger or consolidation, (ii) no
               Person (but excluding for this purpose any Excluded Person and
               any Person beneficially owning, immediately prior to such
               reorganization, merger or consolidation, directly or indirectly,
               33% or more of the voting power of the outstanding Voting Stock
               of Limited Brands, Inc.) beneficially owns, directly or
               indirectly, 33% or more of, respectively, the then outstanding
               shares of common stock of the corporation resulting from such
               reorganization, merger or consolidation or the combined voting
               power of the then outstanding voting securities of such
               corporation entitled to vote generally in the election of
               directors and (iii) at least a majority of the members of the
               board of directors of the corporation resulting from such
               reorganization, merger or consolidation were members of the Board
               of Directors of Limited Brands, Inc. at the time of the execution
               of the initial agreement providing for such reorganization,
               merger or consolidation;

          (d)  The consummation of (i) a complete liquidation or dissolution of
               Limited Brands, Inc. or (ii) the sale or other disposition of all
               or substantially all of the assets of Limited Brands, Inc., other
               than to any corporation with respect to which, immediately
               following such sale or other disposition, (A) more than 50% of,
               respectively, the then outstanding shares of common

                                       17



               stock of such corporation and the combined voting power of the
               then outstanding voting securities of such corporation entitled
               to vote generally in the election of directors is then
               beneficially owned, directly or indirectly, by all or
               substantially all of the individuals and entities who were the
               "beneficial owners" of the Voting Stock of Limited Brands, Inc.
               outstanding immediately prior to such sale or other disposition
               of assets, (B) no Person (but excluding for this purpose any
               Excluded Person and any Person beneficially owning, immediately
               prior to such sale or other disposition, directly or indirectly,
               33% or more of the voting power of the outstanding Voting Stock
               of Limited Brands, Inc.) beneficially owns, directly or
               indirectly, 33% or more of, respectively, the then outstanding
               shares of common stock of such corporation or the combined voting
               power of the then outstanding voting securities of such
               corporation entitled to vote generally in the election of
               directors and (C) at least a majority of the members of the board
               of directors of such corporation were members of the Board of
               Directors of Limited Brands, Inc. at the time of the execution of
               the initial agreement or action of the Board providing for such
               sale or other disposition of assets of Limited Brands, Inc.;

          (e)  The occurrence of any transaction or event that the Board of
               Directors of Limited Brands, Inc., in its sole discretion,
               designates a "Change in Control"; or

          (f)  Any event constituting a Change in Control pursuant to any
               employment or similar agreement between an associate and his
               employer.

          Not withstanding the foregoing, in no event shall a "Change in
     Control" be deemed to have occurred (i) as a result of the formation of a
     Holding Company, or (ii) with respect to an associate, if the associate is
     part of a "group," within the meaning of Section 13(d)(3) of the Exchange
     Act as in effect on the Effective Date, which consummates the Change in
     Control transaction. In addition, for purposes of the definition of "Change
     in Control" a Person engaged in business as an underwriter of securities
     shall not be deemed to be the "beneficial owner" of, or to "beneficially
     own," any securities acquired through such Person's participation in good
     faith in a firm commitment underwriting until the expiration of forty days
     after the date of such acquisition. "Excluded Person" shall mean (i)
     Limited Brands, Inc.; (ii) any of Limited Brands, Inc.'s Subsidiaries;
     (iii) any Holding Company; (iv) any employee benefit plan of Limited
     Brands, Inc., any of its Subsidiaries or a Holding Company; or (v) any
     Person organized, appointed or established by Limited Brands, Inc., any of
     its Subsidiaries or a Holding Company for or pursuant to the terms of any
     plan described in clause (iv). "Person" shall mean any individual
     composition, partnership, limited liability company, associations, trust or
     other entity or organization. "Holding Company" shall mean an entity that
     becomes a holding company for Limited Brands, Inc. or its businesses as a
     part of any reorganization, merger, consolidation or other transaction,
     provided that the outstanding shares of common stock of such entity and the
     combined voting power of the then outstanding voting securities of such
     entity entitled to vote generally in the election

                                       18



     of directors is, immediately after such reorganization, merger,
     consolidation or other transaction, beneficially owned, directly or
     indirectly, by all or substantially all of the individuals and entities who
     were the "beneficial owners", respectively, of the Voting Stock of Limited
     Brands, Inc. outstanding immediately prior to such reorganization, merger,
     consolidation or other transaction in substantially the same proportions as
     their ownership, immediately prior to such reorganization, merger,
     consolidation or other transaction, of such outstanding Voting Stock of
     Limited Brands, Inc. "Voting Stock" shall mean securities of the Company
     entitled to vote generally in the election of the Company's Board of
     Directors.

     20.2   Effect of Change in Control. Immediately upon a Change in Control
with respect to an associate, (i) Options and Stock Appreciation Rights granted
to such associate which are not yet exercisable shall become fully exercisable;
and (ii) any restrictions applicable to any Restricted Shares and Restricted
Share Units awarded to such associate shall be deemed to have been satisfied and
the Restricted Period, if any, applicable to such Restricted Shares and
Restricted Share Units held by such associate shall be deemed to have expired.


                                       19

EX-5.1

                                                                     Exhibit 5.1

November 10, 2003

Limited Brands, Inc.
Three Limited Parkway
Columbus, Ohio  43216

Re:  Registration Statement on Form S-8 for
     Limited Brands, Inc. Stock Award and Deferred Compensation Plan
     for Non-Associate Directors;
     Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan
     (As Amended and Restated Effective May 19, 2003);
     Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan
     Ladies and Gentlemen:

     I have acted as counsel for Limited Brands, Inc., a Delaware corporation,
(the "Company") in connection with the proposed issuance of up to 48,859,476
shares of the Company's common stock, $.50 par value ("Common Stock") under the
Limited Brands, Inc. Stock Award and Deferred Compensation Plan for
Non-Associate Directors, the Limited Brands, Inc. 1993 Stock Option and
Performance Incentive Plan (As Amended and Restated Effective May 18, 2003), and
the Intimate Brands, Inc. 1995 Stock Option and Performance Incentive Plan (the
"Plans") pursuant to the filing of a Registration Statement on Form S-8 under
the Securities Act of 1933.

     I have examined the Certificate of Incorporation of the Company, its
Bylaws, the Plans and such other corporate records, certificates, documents and
matters of law as I have deemed necessary to render this opinion.

     Based on the foregoing, and having regard for legal considerations that I
deem relevant, it is my opinion that the shares of original issuance Common
Stock when and if issued in accordance with the terms of the Plans will be duly
authorized, validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.3 of
the Registration Statement.

                                        Very truly yours,


                                        /s/ Samuel P. Fried

                                        Samuel P. Fried

EX-23.1

                                                                    Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 27, 2003 relating to the
financial statements, which appears in the 2002 Annual Report to Shareholders of
Limited Brands, Inc., which is incorporated by reference in Limited Brands'
Annual Report on Form 10-K for the year ended February 1, 2003.

/s/  PricewaterhouseCoopers LLP

Columbus, Ohio

November 10, 2003

EX-23.2

                                                                    EXHIBIT 23.2

November 10, 2003

To the Board of Directors and Shareholders
of Limited Brands, Inc.
Columbus, Ohio

Limited Brands, Inc.:

We are aware of the incorporation by reference in the Registration Statement
(Form S-8 No. 333-xxxxxx) of Limited Brands, Inc. and its subsidiaries for the
registration of (i) 500,000 shares of Common Stock under the Limited Brands,
Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors,
(ii) 37,573,857 shares of Common Stock under the Limited Brands, Inc. 1993 Stock
Option and Performance Plan (As Amended and Restated Effective May 18, 2003) and
(iii) 10,785,619 shares of Common Stock under the Intimate Brands, Inc. 1995
Stock Option and Performance Incentive Plan, of our reports dated May 19, 2003
and August 19, 2003 relating to the unaudited consolidated interim financial
statements of Limited Brands, Inc. and its subsidiaries that are included in its
Forms 10-Q for the thirteen weeks ended May 3, 2003 and the thirteen and
twenty-six weeks ended August 2, 2003.

Very truly yours,

/s/ Ernst & Young LLP

Columbus, Ohio