Macy's Inc. (M)

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility for Participation. Persons shall remain or become Participants in the Plan only in accordance with the following subsections of this Section 4.1.

4.1.1 Any person who was a participant in a Prior Plan immediately prior to the Effective Amendment Date, and who either is an Employee as of the Effective Amendment Date or still has an unpaid and nonforfeited interest under the Plan as of the Effective Amendment Date, shall be a Participant in this Plan as of the Effective Amendment Date.

4.1.2 Further, each other person who, as of any Entry Date which occurs on or after the Effective Amendment Date, (i) has completed at least one year of Eligibility Service, (ii) has attained at least age 21, and (iii) is a Covered Employee shall become a Participant as of such Entry Date. Notwithstanding the foregoing, if a person would become a Participant as of any Entry Date under the foregoing provisions of this Subsection 4.1.2 but for the fact he or she is not a Covered Employee, and he or she subsequently becomes a Covered Employee, such person shall be deemed a Participant in the Plan on the date he or she so subsequently becomes a Covered Employee.

4.2 Entry Date. For purposes of the Plan and Section 4.1 above in particular, an “Entry Date” means the first day of any calendar month.

4.3 Duration of Participation. Each Participant in the Plan shall continue to be a Participant until both he or she has ceased to be an Employee and he or she has ceased to have any right to a benefit under the Plan.

4.4 Reinstatement of Participation. Any person who ceases to be a Participant, but who is thereafter reemployed as a Covered Employee by the Employer, shall be reinstated as a Participant as of the date on which he or she next completes an Hour of Service as a Covered Employee on or after such reemployment.

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ELIGIBILITY AND PARTICIPATION

4.1 Eligibility for Participation. Persons shall remain or become Participants in the Plan only in accordance with the following subsections of this Section 4.1.

4.1.1 Any person who was a Participant in a Prior Plan immediately prior to the Effective Amendment Date, and who either is an Employee as of the Effective Amendment Date or still has an unpaid and nonforfeited interest in any Account under the Plan as of the Effective Amendment Date, shall be a Participant in this Plan as of the Effective Amendment Date.

4.1.2 Further, each other person who, as of any Entry Date which occurs on or after the Effective Amendment Date, (i) has completed at least one year of Eligibility Service, (ii) has attained at least age 21, and (iii) is a Covered Employee shall become a Participant as of such Entry Date. Notwithstanding the foregoing, if a person would become a Participant as of any Entry Date under the foregoing provisions of this Subsection 4.1.2 but for the fact he or she is not a Covered Employee, and he or she subsequently becomes a Covered Employee, such person shall be deemed a Participant in the Plan on the date he or she so subsequently becomes a Covered Employee.

4.2 Entry Date. For purposes of the Plan and Section 4.1 above in particular, an “Entry Date” means the first day of any calendar month.

4.3 Duration of Participation.

4.3.1 Each Participant in the Plan shall continue to be a Participant until both he or she has ceased to be an Employee and the entire balance in his or her Accounts under the Plan has been distributed or forfeited hereunder.

4.3.2 However, notwithstanding the foregoing, a Participant shall be eligible to enter into or continue a Savings Agreement to the extent allowed under Article 5 below only while he or she is considered an active Participant. For this purpose and all other purposes of the Plan (and in particular for purposes of Sections 4.4 and Article 5 below), a person is an “active Participant” for any period only if both he or she is a Participant during such period and the person is a Covered Employee in such period.

4.4 Reinstatement of Participation. Any person who ceases to be an active Participant, but who is thereafter reemployed as a Covered Employee by the Employer, shall be reinstated as an active Participant as of the date on which he or she next completes an Hour of Service as a Covered Employee on or after such reemployment.

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ELIGIBILITY AND PARTICIPATION

FACE="Times New Roman" SIZE="2">2.1 Eligibility.

2.1.1 Only Executives are eligible to become
Participants in the Plan and thereby accrue benefits under the Plan.

2.1.2 Notwithstanding any other provision of
the Plan, each Executive who meets the applicable eligibility criteria under the Plan must be part of a select group of management or other highly compensated employees (within the meaning of Sections 201, 301, and 401 of ERISA) of the Employer.

2.1.3 Any Employee who is classified during any period as an employee (for payment and withholding purposes) of any
corporation, partnership, or other organization (for purposes of this paragraph (d), an “acquired company”) that first became or becomes a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code)
which includes Macy’s or a part of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code) with Macy’s after the Effective Date as a result of the acquisition by Macy’s and/or
another member of the Employer of the stock or interests of the acquired company or substantially all of the assets of a trade or business of another organization shall not, during such period, be eligible to be considered an Executive under this
Plan even if otherwise meeting the eligibility criteria established under Section 1.6, unless either (1) the agreements by which such stock, interests, or assets were acquired by Macy’s and/or another

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member of the Employer expressly provide that the employees of the acquired company will be eligible to participate in this Plan, (2) the Plan is
amended by Macy’s to permit the employees of the acquired company to participate in this Plan, or (3) the Board of Directors adopts resolutions that provide for the employees of the acquired company to participate in this Plan. In
accordance with this Section 2.1.3, an employee of The May Department Stores Company who became an Employee pursuant to the acquisition by Macy’s of The May Department Stores Company on August 30, 2005, was eligible to become a
Participant on January 1, 2006 if said Employee otherwise satisfied the eligibility criteria established under Section 1.6.

SIZE="2">2.2 Entry as Participants. Executives shall become Participants in the Plan on or after the Entry Date only in accordance with the following provisions:

ELIGIBILITY AND PARTICIPATION

4.1       Eligibility for Participation.  Persons shall remain or become Participants in the Plan only in accordance with the following subsections of this Section 4.1. 

4.1.1    Any person who was a Participant in a Prior Plan immediately prior to the Effective Amendment Date, and who either is an Employee as of the Effective Amendment Date or still has an unpaid and nonforfeited interest in any Account under the Plan as of the Effective Amendment Date, shall be a Participant in this Plan as of the Effective Amendment Date.

4.1.2    Further, each other person who, as of any Entry Date which occurs on or after the Effective Amendment Date, (i) has completed at least one year of Eligibility Service, (ii) has attained at least age 21, and (iii) is a Covered Employee shall become a Participant as of such Entry Date.  Notwithstanding the foregoing, if a person would become a Participant as of any Entry Date under the foregoing provisions of this Subsection 4.1.2 but for the fact he or she is not a Covered Employee, and he or she subsequently becomes a Covered Employee, such person shall be deemed a Participant in the Plan on the date he or she so subsequently becomes a Covered Employee.

4.2       Entry Date.  For purposes of the Plan and Section 4.1 above in particular, an “Entry Date” means the first day of any calendar month.

4.3       Duration of Participation.

4.3.1    Each Participant in the Plan shall continue to be a Participant until both he or she has ceased to be an Employee and the entire balance in his or her Accounts under the Plan has been distributed or forfeited hereunder.

4.3.2    However, notwithstanding the foregoing, a Participant shall be eligible to enter into or continue a Savings Agreement to the extent allowed under Article 5 below only while he or she is considered an active Participant.  For this purpose and all other purposes of the Plan (and in particular for purposes of Sections 4.4 and Article 5 below), a person is an “active Participant” for any period only if both he or she is a Participant during such period and the person is a Covered Employee in such period.

4.4       Reinstatement of Participation.  Any person who ceases to be an active Participant, but who is thereafter reemployed as a Covered Employee by the Employer, shall be reinstated as an active Participant as of the date on which he or she next completes an Hour of Service as a Covered Employee on or after such reemployment.