POWER OF ATTORNEY

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYc84BsfTJ9r0Us4bT/X3tYz+B5ibqxiyeargP6VWoUPt+dHb/r0PT37rxdAtbrY VZLgqwAGcKno3MWgocTvhw== 0000794367-07-000163.txt : 20070831 0000794367-07-000163.hdr.sgml : 20070831 20070831112122 ACCESSION NUMBER: 0000794367-07-000163 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070824 FILED AS OF DATE: 20070831 DATE AS OF CHANGE: 20070831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Macy's, Inc. CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 BUSINESS ADDRESS: STREET 1: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135797000 MAIL ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: FEDERATED DEPARTMENT STORES INC /DE/ DATE OF NAME CHANGE: 19950307 FORMER COMPANY: FORMER CONFORMED NAME: R H MACY & CO INC DATE OF NAME CHANGE: 19950307 FORMER COMPANY: FORMER CONFORMED NAME: MACY ACQUIRING CORP DATE OF NAME CHANGE: 19861124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clark David Wm CENTRAL INDEX KEY: 0001399746 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 071093433 BUSINESS ADDRESS: BUSINESS PHONE: 5135797000 MAIL ADDRESS: STREET 1: C/O MACY'S, INC. STREET 2: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 3 1 primary_doc.xml PRIMARY DOCUMENT X0202 3 2007-08-24 0 0000794367 Macy's, Inc. M 0001399746 Clark David Wm C/O MACY'S, INC. 7 WEST SEVENTH STREET CINCINNATI OH 45202 0 1 0 0 Senior Vice President Common Stock 1361 I By 401(k) Plan Options to Purchase Common Stock 21.425 2011-03-23 Common Stock 7000 D Options to Purchase Common Stock 21.34 2012-03-22 Common Stock 10000 D Options to Purchase Common Stock 14.285 2013-03-28 Common Stock 36000 D Options to Purchase Common Stock 25.005 2014-03-26 Common Stock 18000 D Options to Purchase Common Stock 30.535 2015-03-25 Common Stock 18000 D Options to Purchase Common Stock 36.26 2016-03-24 Common Stock 18014 D Options to Purchase Common Stock 46.15 2017-03-23 Common Stock 19722 D Phantom Stock Units Common Stock 5968 D Phantom Stock Units Common Stock 11802 D Phantom Stock Units Common Stock 10120 D Reflects matching contributions under the Issuer's 401(k) plan, derived by dividing the value of the undivided interest of the reporting person in the applicable investment fund as of August 24, 2007 by $31.78, the stock price as of such date. Options became exercisable in 25% increments on the following dates: March 23, 2002, March 23, 2003, March 23, 2004 and March 23, 2005. Options became exercisable in 25% increments on the following dates: March 22, 2003, March 22, 2004, March 22, 2005 and March 22, 2006. Options became exercisable in 25% increments on the following dates: March 28, 2004, March 28, 2005, March 28, 2006 and March 28, 2007. Options became/become exercisable in 25% increments on the following dates: March 26, 2005, March 26, 2006, March 26, 2007 and March 26, 2008. Options became/become exercisable in 25% increments on the following dates: March 25, 2006, March 25, 2007, March 25, 2008 and March 25, 2009. Options became/become exercisable as follows: 4,504 on March 24, 2007, 4,503 on March 24, 2008, 4,504 on March 24, 2009 and 4,503 on March 24, 2010. Options become exercisable as follows: 4,931 on March 23, 2008, 4,930 on March 23, 2009, 4,931 on March 23, 2010 and 4,930 on March 23, 2011. The Phantom Stock Units were acquired under the Issuer's Executive Deferred Compensation Plan and are to be settled in the Issuer's common stock upon the reporting person's retirement. 1-for-1 conversion. The value of the phantom stock units will be payable in cash as follows: 50 percent on February 4, 2008 and 50 percent on February 2, 2009. The value of the phantom stock units will be payable in cash as follows: 50 percent on February 1, 2010 and 50 percent on January 31, 2011. /s/Christopher M. Kelly, as attorney-in-fact for David W. Clark pursuant to a Power of Attorney 2007-08-31 EX-24 2 poa-dwc1.htm POWER OF ATTORNEY POWER OF ATTORNEY

POWER OF ATTORNEY

The undersigned, a director and/or officer of Federated Department Stores, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints Dennis J. Broderick, Padma Tatta Cariappa, Linda Balicki, Christopher M. Kelly and Mark E. Betzen, or any of them, my true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution (individually, a "Designee," and collectively, the "Designees"), to (i) execute and file on the undersigned's behalf all Forms 3, 4, 5 and 144 (including any amendments thereto) with the Securities and Exchange Commission (the "Commission") relating to the undersigned's ownership of or transactions in securities of the Company as such filings are required pursuant to Section 16(a) of the Securities and Exchange Act of 1934 and Rule 144 of the Securities Act of 1933, and (ii) to execute on the undersigned's behalf any seller's representation letter that may be required to be submitted to the broker handling any sale of the Company's securities for the benefit of the undersigned. The authority of each such Designee (or substitute or resubstitute) under this Power of Attorney shall continue until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with regard to the undersigned's ownership of or transactions in any such securities unless earlier revoked in a writing filed with the Commission. The undersigned acknowledges that neither the Company nor any of the Designees shall be responsible for any of the information furnished to the Company or any of the Designees by the undersigned for inclusions in any such filings or representation letters or as to the timing of any such filings (except in the case of the Company only and then only to the extent provided in the written procedures of the Company from time to time in effect specifically relating to such filings), or with respect to the requirements of Section 16(b) of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933.

/s/David W. Clark
David W. Clark

Dated: 5/17/07

-----END PRIVACY-ENHANCED MESSAGE-----