On July 19, 2012, the Board of Directors of Limited Brands, Inc. (the "Company") approved certain amendments to the Company's bylaws (i) to require the Board of Directors to call a special meeting of the Company's stockholders at the written request of at least twenty-five percent (25%) of the voting power of the outstanding capital stock of the Company entitled to vote on the matter to be brought before the proposed special meeting (Section 1.02) and (ii) to subject special meeting requests made by Company stockholders to certain informational and procedural requirements (Section 1.02 and Section 1.12(a)). In connection with these amendments, the Board of Directors also voted to amend and restate the Company's bylaws in their entirety. The foregoing amendments and the Amended and Restated Bylaws became effective as of July 19, 2012.

The preceding paragraph is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.                       Description
    3.1         Amended and Restated Bylaws of Limited Brands,
                Inc. adopted July 19, 2012.