Macy's, Inc. — Director's Dealing 2010

Feb 3, 2010

SEC Form 4/A — Form 4/A

Issuer: Macy's, Inc. (M)
CIK: 0000794367
Period of Report: 2009-03-20

Reporting Person: Clark David Wm (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-20	Performance Restricted Stock Units	$	A	42808	Acquired	2012-01-28	Common Stock (42808)	Direct

Footnotes

F1: Each Performance Restricted Stock Unit ("unit") represents a contingent right to receive one share of Macy's common stock. The units will be earned on January 28, 2012, at the end of a 3 year performance period, depending upon the achievement of certain relative total shareholder return performance ("TSR") objectives. If Macy's TSR for the performance period is equal to or less than the 50th percentile of TSR for a defined peer group for the period, then all units are forfeited. If Macy's TSR for the performance period is above the 50th percentile but equal to or below the 66th percentile TSR for the peer group, then 75% of the units will be earned. If Macy's TSR for the performance period is above the 66th percentile TSR for the peer group, then 100% of the units will be earned.