UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

LIMITED BRANDS, INC.Limited Brands, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of

Annual Meeting of Stockholders

and Proxy Statement

May 17, 200416, 2005

April 14, 200415, 2005

DEAR STOCKHOLDER:

You are cordially invited to attend our 20042005 annual meeting of stockholders to be held at 9:00 a.m., Eastern Time, on May 17, 2004,16, 2005, at our offices located at Three Limited Parkway, Columbus, Ohio, 43230. Our Investor Relations telephone number is (614) 415-7076 should you require assistance in finding the location of the meeting. The formal Notice of Annual Meeting of Stockholders and proxy statement are attached. I hope that you will be able to attend and participate in the meeting, at which time I will have the opportunity to review the business and operations of Limited Brands.

The matters to be acted upon by our stockholders are discussed in the Notice of Annual Meeting of Stockholders. It is important that your shares be represented and voted at the meeting. Accordingly, after reading the attached proxy statement, would you kindly sign, date and return the enclosed proxy card or vote by telephone or byvia the Internet as described on the enclosed proxy card. Your vote is important regardless of the number of shares you own.

Sincerely yours,

/s/ Leslie H. Wexner

Leslie H. Wexner

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 17, 200416, 2005

April 14, 2004

15, 2005

TO OUR STOCKHOLDERS:

We are pleased to invite you to attend our 20042005 annual meeting of stockholders to:

Stockholders of record at the close of business on March 31, 20042005 may vote at the meeting.

Your vote is important. Stockholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. Whether or not you plan to attend the meeting, please vote by telephone or via the Internet or sign, date and return the enclosed proxy card in the envelope provided. Instructions are included on your proxy card. You may change your vote by submitting a later dated proxy (including a proxy via telephone or the Internet) or by attending the meeting and voting in person.

By Order of the Board of Directors

/s/ Leslie H. Wexner

Leslie H. Wexner

Chairman of the Board

PROXY STATEMENT TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The Board of Directors of Limited Brands, Inc. is soliciting your proxy to vote at our 20042005 annual meeting of stockholders (or at any adjournment of the meeting). This proxy statement summarizes the information you need to know to vote at the meeting. “We,” “our,” “Limited Brands” and the “Company” refer to Limited Brands, Inc.

We began mailing this proxy statement and the enclosed proxy card on or about April 16, 200415, 2005 to all stockholders entitled to vote. Limited Brands’ 20032004 Annual Report, which includes our financial statements, is being sent with this proxy statement.

Date, time and place of meeting

Shares entitled to vote

Stockholders entitled to vote are those who owned Limited Brands common stock (which we refer to throughout this proxy statement as “Common Stock”) at the close of business on the record date, March 31, 2004.2005. As of the record date, there were523,852,057were 407,043,976 shares of Common Stock outstanding. This number does not reflect the Company’s purchase of 50,632,881 shares in its recently completed issuer tender offer. Shares were not purchased under the tender offer until after the record date. All shares outstanding on the record date are entitled to vote, even if they subsequently were purchased in the tender offer. Each share of Common Stock that you own entitles you to one vote.

Voting your shares

Whether or not you plan to attend the annual meeting, we urge you to vote. Stockholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. If you are voting by mail, please complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you are voting by telephone or via the Internet, please use the telephone or Internet voting procedures set forth on the enclosed proxy card. Returning the proxy card or voting via telephone or the Internet will not affect your right to attend the meeting and vote.

The enclosed proxy card indicates the number of shares that you own.

Voting instructions are included on your proxy card. If you properly fill in your proxy card and send it to us or vote via telephone or the Internet in time to vote, one of the individuals named on your proxy card (your “proxy”) will vote your shares as you have directed. If you sign the proxy card or vote via telephone or the Internet but do not make specific choices, your proxy will follow the Board’s recommendations and vote your shares:

If any other matter is properly presented at the meeting, your proxy will vote in accordance with his or her best judgment. At the time this proxy statement went to press, we knew of no other matters to be acted on at the meeting.

Revoking your proxy

You may revoke your proxy by:

Voting in person

If you plan to attend the meeting and vote in person, a ballot will be available when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on March 31, 2004,2005, the record date for voting.

Appointing your own proxy

If you want to give your proxy to someone other than the individuals named as proxies on the proxy card, you may cross out the names of those individuals and insert the name of the individual you are authorizing to vote. Either you or that authorized individual must present the proxy card at the meeting.

Quorum requirement

A quorum of stockholders is necessary to hold a valid meeting. The presence in person or by proxy at the meeting of holders of shares representing at least one-third of the votes of the Common Stock entitled to vote constitutes a quorum. Abstentions and broker “non-votes” are counted as present for establishing a quorum. A broker non-vote occurs on an item when a broker is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given.

Vote necessary to approve proposals

ELECTION OF DIRECTORS

Our Nominating & Governance Committee has nominated four directors for election at the annual meeting. If you elect the four nominees, they will hold office for a three-year term expiring at the 20072008 annual meeting or until their successors have been elected. All nominees, except for Jeffrey B. Swartz, are currently serving on our Board of Directors.

Your proxy will vote for each of the nominees unless you specifically withhold authority to vote for a particular nominee. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Nominating & Governance Committee. We do not know of any nominee of the Nominating & Governance Committee who would be unable to serve as a director if elected.

Stockholders wishing to nominate directors for election may do so by delivering to the Secretary of the Company, no later than fourteen days before the annual meeting, a notice stating (a) the name, age, business address and, if known, residenceresidential address of each nominee proposed in the notice, (b) the principal occupation or employment of each nominee and (c) the number of shares of Common Stock beneficially owned by each nominee. No person may be elected as a director unless he or she has been nominated by a stockholder in this manner, by the Board of Directors or by the Nominating & Governance Committee.

The Board of Directors recommends that you vote FOR the election of all of the following nominees:nominees of the Board of Directors:

Nominees and directors

Nominees of the Board of Directors for Election at the 20042005 Annual Meeting.

Mr. Freedman is a limited partner in Monitor Company Group Limited Partnership, an international business strategy and consulting firm, which he joined in 1995. He was a founder, Managing Director and President of Monitor Clipper Partners, a private equity firm, from its formation in 1997 until the end of 1999, and, from 1999 until the end of 2002, he was a Senior Advisor of that firm. Mr. Freedman is a director of Concord Coalition, eCredit.com, Inc., e-Studio Live, Inc., JNET Enterprises, Inc., Outcome Sciences, Inc. and Pathmark Stores, Inc., and he is on the advisory board of The Cross Country Group, Inc.

Ms. Hailey has been Executive Vice President and Chief Financial Officer of Limited Brands since August 1997.

Dr. Kollat has been Chairman of 22, Inc., a management consulting firm, since 1987. He is also a director of Big Lots, Inc., Select Comfort, Inc. and Wolverine World Wide, Inc.

Mr. Wexner has been Chief Executive Officer since he founded Limited Brands in 1963, and Chairman of the Board for more than five years. Mr. Wexner is the husband of Abigail S. Wexner.

Directors Whose Terms Continue Until the 2005 Annual Meeting.

Ms. James has served as the President of Nationwide Strategic Investments, a division of Nationwide Mutual Insurance Company (“Nationwide”), since 2003. Ms. James served as the Executive Vice President and Chief Administrative Officer of Nationwide from 2000 until 2003. Ms. James has served as an executive at Nationwide or affiliated entities for the past fourteensixteen years. Ms. James has served as the Chairman of the Board of Financial Settlement Services Agency, Inc., a subsidiary of Nationwide, since its incorporation in January 2005.

Mr.Dr. Schlesinger is Vice Chairman and Chief Operating Officer and Group President of Beauty and Personal Care of Limited Brands. He was Executive Vice President and Chief Operating Officer of Limited Brands from March 2001 until February 2003 and was Executive Vice President, Organization, Leadership and Human Resources of Limited Brands from October 1999 until March 2001. Mr.Dr. Schlesinger served as Senior Vice President, Counselor to the President and was a Professor of Sociology and Public Policy and Senior Vice President for Development at Brown University from 1998 to 1999. He also was the George F. Baker, Jr. Professor of Business Administration at Harvard Business School from 1988 to 1998. Dr. Schlesinger is a member of the Governing Committee of the Columbus Foundation and serves on the Visiting Committee on Human Resources at Harvard University, the Strategic Advisory Group of the Ohio State University Medical Center, The Advisory Board of the Center of Science and Industry (COSI) and the corporation of the Winsor School.

Mr. Shackelford has been Chairman ofSwartz is the Board of Fifth Third Bank, Central Ohio, a banking business, since 1998. Mr. Shackelford was Chairman of the BoardPresident and Chief Executive Officer of State Savings Bank from 1972 toThe Timberland Company (a premium-quality footwear, apparel and accessories company), a position he has held since 1998. Mr. Shackelford is also a director of Progressive Corporation.

Mr. Zimmerman has been Chairman of the Board and Chief Executive Officer of 99¢ Stuff, LLCInc. (a retail company) since July 1999. Mr. Zimmerman is a director of 99¢ Stuff, Inc. and was the Non-Executive Chairman of the Board of Service Merchandise Company, Inc. (“Service Merchandise”) from 1999 to 2000. He was Chairman of the Board of Service Merchandise from 1997 to 1999. In March 1999, Service Merchandise filed a reorganization petition under Chapter 11 of the United States Bankruptcy Code.

Directors Whose Terms Continue Until the 2006 Annual Meeting.

Dr. Gee has been Chancellor of Vanderbilt University since August 1, 2000. He was the President of Brown University from 1998 to 2000. Dr. Gee is a director of Dollar General Corporation, Gaylord Entertainment, Inc., Hasbro, Inc. and Massey Energy Co.

Professor Heskett is thea Baker Foundation Professor at the Harvard University Graduate School of Business Administration, where he has served on the faculty and administration since 1965. Professor Heskett is a director of Intelliseek and Office Depot, Inc. and is a member of the Board of Advisors of ING North America.

Mr. Tessler has been Chairman of the Board and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm, since 1987. He has also been Chairman of the Board of Epoch Holdings Corporation, formerly J Net Enterprises, since 2004. He was Chief Executive Officer and Chairman of the Board of J Net Enterprises a technology holding company, since 2000.from 2000 to 2004. From March 2001 to August 2001, Mr. Tessler was acting Chief Executive Officer of Jasmine Networks, an optical networking company. He was Co-Chairman of the Board of Data Broadcasting Corporation (now named Interactive Data Corporation, a member of the Pearson PLC group of companies), a provider of financial and business information to institutional and individual investors, from June 1992 until May 2000 and Co-Chief Executive Officer of that

company from June 1992 until November 1999. Mr. Tessler was Chairman of the Board of Enhance Financial Services Group, Inc. from 1986 to February 2001. Since 2001 he has beenand Chairman of the Board of InterWorld Corporation.Corporation from 2001 to 2004. Since January 1997, Mr. Tessler has also served as Chairman of Checker Holdings Corp. IV.

Mrs. Wexner is the Immediate Past Chair of the Governing Committee of The Columbus Foundation, Founder and Chair of The Columbus Coalition Against Family Violence and KidsOhio.org, Chair of the Center for Child and Family Advocacy, and a memberChair Elect of the Boards of Trustees of Children’s Hospital, Inc. and Children’s Hospital, and a Trustee of The Columbus Academy and The Wexner Center Foundation in Columbus, Ohio. Mrs. Wexner is also the founder and Chair of The Columbus Coalition Against Family Violence. Mrs. Wexner is the wife of Leslie H. Wexner.

Directors Whose Terms Continue Until the 2007 Annual Meeting.

Mr. Freedman was a director and Senior Advisor of Monitor Company Group Limited Partnership, an international business strategy and consulting firm, from January 1995 until the end of 2003. He was a founder, Managing Director and President of Monitor Clipper Partners, a private equity firm from 1997 until 1999 and thereafter a Senior Advisor until the end of 2002. Until October 1994 and for many prior years, Mr. Freedman was a Senior Partner of Coopers & Lybrand where he last served as Chairman and Chief Executive Officer of Coopers & Lybrand LLP, U.S. and as Chairman of Coopers & Lybrand International. Mr. Freedman is a director of The Concord Coalition, eCredit.com, Inc., Epoch Holdings Corporation, Outcomes, Inc. and Pathmark Stores, Inc. and is a member of the Advisory Board of The Cross Country Group, Inc.

V. Ann Hailey		Director since 2001		Age 54

Ms. Hailey has been Executive Vice President and Chief Financial Officer of Limited Brands since August 1997. She is a director of The Federal Reserve Bank of Cleveland.

Dr. Kollat has been Chairman of 22, Inc., a management consulting firm, since 1987. He is also a director of Big Lots, Inc., Select Comfort, Inc. and Wolverine World Wide, Inc.

Mr. Loomis was a General Partner of Lazard Freres & Co., an investment bank, from 1984 to 2002. In 1999, he became Deputy Chief Executive Officer. After the formation of Lazard LLC in 2000, he became the Chief Executive Officer of the new entity. Mr. Loomis became a Limited Managing Director of Lazard in 2002 and resigned from that position in March 2004. He is a director of Alcan Inc. and Ripplewood LLC.

Mr. Wexner has been Chief Executive Officer of Limited Brands since he founded the company in 1963, and Chairman of the Board for more than twenty years. Mr. Wexner is the husband of Abigail S. Wexner.

Retirement of Donald B. Shackelford

After 30 years of service on the Board, Donald B. Shackelford has determined not to stand for reelection. Limited Brands and its Board are grateful for Mr. Shackelford’s extraordinary dedication and service to the Company.

Director independence

The Board has determined that each of the directorsindividuals nominated to serve on the Board of Directors (with(except for Leonard A. Schlesinger), together with each of the exceptionmembers of the Board who will continue to serve after the 2005 annual meeting of stockholders (except for V. Ann Hailey, Leonard A. Schlesinger, Abigail S. Wexner and Leslie H. Wexner), has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than in his or her capacity as a director of the Company and that each is “independent” in accordance with applicable NYSE standards. In making these determinations, the Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director (or nominee) or a member of the director’s (or nominee’s) immediate family and the Company; whether within the past three years the director (or nominee) has served as an executive officer of the Company; whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family has received, during any twelve-month period within the last three years, direct compensation from the Company in excess of $100,000; whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family has been, within the last three years, a partner or an employee of the Company’s internal or external auditors; and whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family is employed by an entity that is engaged in business dealings with the Company. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case by case basis in light of all relevant factors.

Information concerning the Board of Directors

Our Board of Directors held fiveten meetings in fiscal year 2003.2004 and took action without a meeting on two occasions. During fiscal year 2003,2004, all of the directors attended 75% or more of the total number of meetings of the Board and of the committees of the Board on which they served.

Committees of the Board of Directors

Audit Committee.

The Audit Committee of the Board is instrumental in the Board’s fulfillment of its oversight responsibilities relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent auditors and (iv) the performance of the Company’s internal audit function. The current members of the Audit Committee are Mr.Messrs. Shackelford (Chair), Mr. and Freedman, Ms. James and Messrs. Tessler and Zimmerman. The Board has determined that each of the Audit Committee members meets the independence, expertise and experience standards established by the NYSE and the Securities and Exchange Commission (the “Commission”) for service on the Audit Committee of the Company’s Board of Directors and for designation as an “audit committee financial expert” within the meaning of the regulations promulgated by the Commission. Each member of the Audit Committee was designated an “audit committee financial expert” by the Board.

The Board has adopted a written charter for the Audit Committee setting out the functions the Committee is to perform, a copy of which is attached hereto as Appendix B. The Report of the Audit Committee can be found on page 2721 of this proxy statement. The Audit Committee held eleventhirteen meetings in fiscal year 2003.2004.

Compensation Committee.

The Compensation Committee of the Board (i) oversees the Company’s compensation and benefits philosophy and policies generally, (ii) evaluates the chief executive officer’s performance and oversees and sets compensation for the chief executive officer, (iii) oversees the evaluation process and compensation structure for other members of the Company’s senior management and (iv) fulfills the other responsibilities providedset forth in its charter. The current members of the Compensation Committee are ProfessorMr. Heskett (Chair), Dr. Gee and Mr. Shackelford. The Board has determined that each of the Compensation Committee members is “independent” in

accordance with applicable NYSE standards. A copy

The Report of the Compensation Committee’s ReportCommittee can be found on pages 22-24page 15 of this proxy statement. The Compensation Committee held sixeleven meetings in fiscal year 20032004 and took action in writing without a meeting on fiveeleven occasions.

Executive Committee.

The Executive Committee of the Board may exercise, to the fullest extent permitted by law, all of the powers and authority granted to the Board. Among other things, the Executive Committee may declare dividends, authorize the issuance of stock and authorize the seal of Limited Brands to be affixed to papers that require it. The current members of the Executive Committee are Messrs. Wexner (Chair) and Shackelford. The Executive Committee took action in writing without a meeting on fivesix occasions in fiscal year 2003.2004.

Finance Committee.

The Finance Committee of the Board periodically reviews our financial position and financial arrangements with banks and other financial institutions. The Finance Committee also makes recommendations on financial matters that it believes are necessary, advisable or appropriate. The current members of the Finance Committee are Messrs. Tessler (Chair), Freedman, Kollat and Shackelford, Mrs. Wexner and Mr. Zimmerman. The Finance Committee held twofour meetings in fiscal year 2003.2004.

Nominating & Governance Committee.

The Nominating & Governance Committee of the Board identifies and recommends to the Board candidates who are qualified to serve on the Board and its committees. The Nominating & Governance Committee considers and reviews the qualifications of any individual nominated for election to the Board by stockholders. It also proposes a slate of candidates for election as directors at each annual meeting of stockholders. The Nominating & Governance Committee also develops and recommends to the Board, and reviews from time to time, a set of

corporate governance principles for the Company and monitors compliance with those principles. The current members of the Nominating & Governance Committee are Messrs. Tessler (Chair), Heskett and Shackelford. The Board has determined that each of the Nominating & Governance Committee members is “independent” in accordance with applicable NYSE standards.

The Nominating & Governance Committee develops and recommends to the Board criteria and procedures for the selection and evaluation of new individuals to serve as directors and committee members. It also reviews and periodically makes recommendations to the Board regarding the composition, size, structure, practices, policies and activities of the Board and its committees. In making its assessment and in identifying and evaluating director nominees, the Nominating & Governance Committee takes into account the qualification of existing directors for continuing service or re-nomination which may be affected by, among other things, the quality of their contributions, their attendance records, changes in their primary employment or other business affiliations, the number of boards of publicly heldpublicly-held companies on which they serve, andor other competing demands on their time and attention. While the Board has not established any specific minimum qualifications for director nominees, as indicated in the Company’s Corporate Governance Principles, the directors and any potential nominees should be individuals of diverse backgrounds who possess the integrity, judgment, skills, experience and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function.

The Nominating & Governance Committee does not have a formal policy on the consideration of director candidates recommended by stockholders. The Board believes that it is more appropriate to give the Nominating & Governance Committee flexibility in evaluating stockholder recommendations. In the event that a director nominee is recommended by a stockholder, the Nominating & Governance Committee will give due consideration to the director nominee and will use the same criteria used for evaluating its own candidates,Board director nominees, in addition to considering the information relating to the director nominee provided by the stockholder. To date, the Nominating & Governance Committee has not received any recommendations from stockholders requesting that the Nominating & Governance Committee consider a candidate for inclusion among the Nominating & Governance Committee’s slate of nominees in the Company’s proxy statement.

To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential director nominees, although the Company reserves the right to do so in the future.future to retain a third-party search firm, if necessary.

The Nominating & Governance Committee held threefive meetings in fiscal year 2003 and took action2004.

Meetings of the Company’s Independent Directors.

The independent members of the Board meet in writing without a meeting on one occasion.executive session at each regularly scheduled Board meeting. The director who is the Chairman of the Nominating & Governance Committee serves as the chair of those meetings.

Communications with the Board

The Board provides a process for stockholdersinterested parties to send communications to the full Board, as well as tothe independent members of the Board and the members of the Audit Committee. That process is described onInterested parties are directed to the Company’s website athttp://www.limitedbrands.com. for the relevant email addresses. Communications that are not related to a director’s duties and responsibilities as a Board member, an independent director or an Audit Committee member may be excluded by the Office of the General Counsel, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and any other material that is determined to be illegal or otherwise inappropriate. The directors to whom such information is addressed are informed that the information has been removed and that it will be made available to such directors upon request.

Attendance at Annual Meetingsannual meetings

The Company does not have a formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meeting of Stockholders. However, it encourages directors to attend and historically

more than a majority have done so. For example, with one exception, allAll of the current Board members attended the 20032004 Annual Meeting. Each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending meetings of the stockholders of the Company, the Board and Committees of which he or she is a member.

Code of Ethicsethics

The Company adopted a code of ethics which is applicable to all employees of the Company, including the principalCompany’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Any amendments to the code or any waivers from any provisions of the code granted to executive officer, principal financial officer and principal accounting officer.officers or directors will be promptly disclosed to shareholders through posting on the Company’s website athttp://www.limitedbrands.com.

Copies of the Company’s Codecode of Ethics, Corporate Governance Principlesethics, corporate governance principles and Committee Charterscommittee charters

The Company’s code of ethics, and corporate governance principles, as well as the charters of the Audit Committee, Compensation Committee and Nominating & Governance Committee of the Board of Directors, are available on the Company’s website athttp://www.limitedbrands.com. Stockholders may also request a free copy of the code of ethics, corporate governance principles or thea committee charterscharter from:Limited Brands, Inc., Attention: Investor Relations, Three Limited Parkway, Columbus, Ohio 43230.

Security ownership of directors and management

The following table shows certain information about the securities ownership of all directors (and nominees) of Limited Brands, the executive officers of Limited Brands named in the Summary Compensation Table below and all directors (and nominees) and executive officers of Limited Brands as a group.

(g)

Excludes 400,000 shares held by a trust of which Mrs. Wexner is the beneficiary. Mrs. Wexner disclaims beneficial ownership of these shares. Includes 2,498,6705,000,000 shares held by The Birthday Trust.a trust, Foxcote Two. Mrs. Wexner shares voting and investment power with Mr. Wexner with respect to the shares held by Foxcote Two. Excludes 51,055,58849,202,837 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. Includes 4,756,359 shares directly owned by Mrs. Wexner.

Certain relationships and related transactions

On February 25, 2004, the parties agreed to a settlement of the litigation pending in the Delaware Court of Chancery styledIn re The Limited, Inc. Shareholders Litigation. Under the termsIn satisfaction of the settlement, Leslie H. Wexner, his immediate family members and affiliated entities agreed not to tender any shares in the issuer tender offer commenced by the Company on February 26, 2004 and not to sell any shares of Limited Brands Common Stock for a period commencing February 25, 2004 and ending six months after the March 26, 2004 completion of the tender offer. In addition, Mr. Wexner agreed to contribute to Limited Brands an amount equal to one half of plaintiffs’ counsel fees and expenses awarded by the Court, with Mr. Wexner to contribute more than one halfobligations to the extent necessary to limit Limited Brands’ contribution to $3,000,000. This contribution may be effected through the forfeiture of stock options, the payment of cash or other consideration. The Company Mr. Wexner and the other defendants have agreed not to object to aggregate plaintiffs’ counsel fees and expenses of up to $10,000,000. The settlement is subject to several conditions, including approval by the Delaware Court of Chancery.

2004 RESTATEMENT OF THE 1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN

Subject to stockholder approval, Limited Brands’ Board of Directors has adopted the 2004 Restatement of the 1993 Stock Option and Performance Incentive Plan. The Stock Plan provides for the issuance of an additional 20,000,000 shares of Common Stock over its predecessor plan, and will expire on March 11, 2014. The following summary of the material terms of the Stock Plan, a copy of which is attached hereto as Appendix A, does not purport to be complete and is qualified in its entirety by the terms of the Stock Plan. In the event that the Stock Plan is not approved by stockholders, awards will continue to be made under the predecessor plan.

The Board of Directors recommends that you vote FOR approval of the Stock Plan.

Purpose of the Stock Plan

The purpose of the Stock Plan is to attract and retain the best available executive and key management associates for Limited Brands and its subsidiaries and to encourage the highest level of performance by such associates, thereby enhancing the value of Limited Brands for the benefit of its stockholders. The Stock Plan is also intended to motivate executive and key management associates to contribute to Limited Brands’ future growth and profitability and to reward their performance in a manner that provides them with a means to increase their holdings of the Common Stock of Limited Brands and aligns their interest with the interests of the stockholders of Limited Brands.

Administration of the Stock Plan

The Stock Plan will be administered by the Compensation Committee of Limited Brands’ Board of Directors (the “Plan Committee”). The Plan Committee will be composed of directors who qualify as “non employee directors” within the meaning of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan Committee has the power in its discretion to grant awards under the Stock Plan, to determine the terms thereof, to interpret the provisions of the Stock Plan and to take action as it deems necessary or advisable for the administration of the Stock Plan.

Number of authorized shares

The Stock Plan provides for awards with respect to a maximum of 26,262,663 shares of Common Stock to associates of Limited Brands and its subsidiaries (composed of 20,000,000 shares for which stockholder approval is being requested, which constitutes 3.8% of Limited Brands’ outstanding 523,852,057 shares of Common Stock as of March 31, 2004, plus 6,262,663 previously authorized and unissued shares as of March 12, 2004), plus shares of Common Stock issuable upon the exercise of Substitute Awards. Corresponding Tax Offset Payments (as hereinafter defined) also may be awarded at the discretion of the Plan Committee. The number and class of shares available under the Stock Plan and/or subject to outstanding awards may be adjusted by the Plan Committee to prevent dilution or enlargement of rights in the event of various changes in the capitalization of Limited Brands. “Substitute Awards” are awards granted in assumption of or in substitution for any outstanding awards granted by a company acquired by Limited Brands or with which Limited Brands combines. Shares of Common Stock, other than under Substitute Awards, attributable to: (i) unexercised Options (as hereinafter defined) which expire or are terminated, surrendered or cancelled (other than in connection with the exercise of stock appreciation rights (“SARs”)); (ii)settlement, on January 28, 2005, Mr. Wexner forfeited 127,245 options to purchase shares of Common Stockthe Company’s common stock with an exercise price of Limited Brands subject to certain restrictions (“Restricted Shares”) which are forfeited to Limited Brands, including shares relating to Restricted Share Units; (iii) units representing shares of Common Stock (“Performance Shares”) and units which do not represent shares of Common Stock but which may be paid in Common Stock (“Performance Units”) which are not earned and paid; and (iv) awards settled in cash in lieu of shares of Common Stock, may be available for subsequent award under the Stock Plan at the Plan Committee’s discretion to the extent permissible under Rule 16b-3 of the Exchange Act. No more than 21,622,969 shares of Common Stock may be issued other than pursuant to awards of Options or SARs under the Stock Plan.

Eligibility and participation$7.73 per share.

Eligibility to participate inAs compensation for their service on the Stock Plan is limited to the named executive officers and full-time executive and key management associates of Limited Brands and its subsidiaries who are selected by the Plan Committee. Currently, approximately 8,000 associates of Limited Brands and its subsidiaries are within the classes eligible to participate in the Stock Plan. Limited Brands anticipates that approximately 10% of those eligible will participate in the Stock Plan. Participation in the Stock Plan is at the discretion of the PlanBoard’s Special Litigation Committee and shall be based upon the associate’s present and potential contributions to the success of Limited Brands and its subsidiaries and such other factors as the Plan Committee deems relevant. No associate may be granted in any calendar year awards covering more than 2,000,000 shares of Common Stock.

Type of awards under the Stock Plan

The Stock Plan provides that the Plan Committee may grant awards to eligible associates in any of the following forms, subject to such terms, conditions and provisions as the Plan Committee may determine to be necessary or desirable: (i) incentive stock options (“ISOs”), (ii) nonstatutory stock options (“NSOs”), (iii) SARs, (iv) Restricted Shares, which may be granted in the form of Restricted Share Units, (v) Performance Shares, (vi) Performance Units, (vii) shares of unrestricted Common Stock (“Unrestricted Shares”) and (viii) tax offset payments (“Tax Offset Payments”).

Grant of Options and SARs

The Plan Committee may award ISOs and/or NSOs (collectively, “Options”) to eligible associates. SARs may be awarded either in tandem with Options (“Tandem SARs”) or on a stand-alone basis (“Nontandem SARs”). Tandem SARs may be awarded by the Plan Committee either at the time the related Option is granted or thereafter at any time prior to the exercise, termination or expiration of the related Option.

Exercise price

The exercise price with respect to an Option is determined by the Plan Committee at the time of grant. The exercise price determined with respect to an Option shall also be applicableestablished in connection with the exercise of any Tandem SAR granted with respectlitigation referred to such Option. At the time of grant of a Nontandem SAR, the Plan Committee will specify the base priceabove, on January 31, 2005, Mr. Shackelford (who served as Chair of the sharesCommittee) received payment of Common Stock to be issued$95,000 and Mr. Zimmerman received payment of $60,000.

Certain executive officers pay for determiningoccasional personal use of Company aircraft. Payment is the amount of cash or number of shares of Common Stock to be distributed upon the exercise of such Nontandem SAR. Except with respect to Substitute Awards, neither the exercise price per share of Common Stock nor the base price of Nontandem SARs will be less than 100%greater of the fair market value per share of the Common Stock underlying the award on the date of grant. Information as to awards granted under the predecessor to the Stock Plan to named executives, officers and other participants is set forth on page 15.

Vesting

The Plan Committee may determine at the time of grant and any time thereafter the terms under which Options and SARs shall vest and become exercisable.

Special limitations on ISOs

No ISO may be granted to an associate who owns, at the time of the grant, stock representing more than 10% of the total combined voting power of all classes of stock of Limited Brands (a “10% Stockholder”), unless the exercise price per share of Common Stock for the shares subject to such ISO is at least 110% of the fair market value per share of Common Stock on the date of grant and such ISO award is not exercisable more than five years after its date of grant. In addition, the total fair market value of shares of Common Stock subject to ISOs which are exercisable for the first time by an eligible associate in a given calendar year shall not exceed

$100,000, valued as of the date of the ISOs’ grant. ISOs may not be granted more than ten years after the date of adoption of the Stock Plan by Limited Brands’ Board of Directors.

Exercise of Options and SARs

An Option may be exercised by written notice to the Plan Committee stating the number of shares of Common Stock with respect to which the Option is being exercised, and tendering payment therefor. The Plan Committee may, at its discretion, accept shares of Common Stock as payment (valued at their fair market value on the date of exercise).

Tandem SARs are exercisable only to the extent that the related Option is exercisable and only for the period determined by the Plan Committee (which period may expire prior to the expiration date of the related Option). Upon the exercise of all or a portion of Tandem SARs, the related Option shall be cancelled with respect to an equal number of shares of Common Stock. Similarly, upon exercise of all or a portion of an Option, the related Tandem SARs shall be cancelled with respect to an equal number of shares of Common Stock. Nontandem SARs shall be exercisable for the period determined by the Plan Committee.

Surrender or exchange of SARs

Upon the surrender of a Tandem SAR and cancellation of the related unexercised Option, the associate will be entitled to receive shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one share of Common Stock as of the date the Tandem SAR is exercised over (ii) the exercise 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. Upon surrender of a Nontandem SAR, the associate will be entitled to receive shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one share of Common Stock as of the date on which the Nontandem SAR is exercised over (ii) the base price of the shares covered by the Nontandem SAR multiplied by (B) the number of shares of Common Stock covered by the Nontandem SAR, or the portion thereof being exercised. The Plan Committee, in its discretion, may cause all or any portion of Limited Brands’ obligation to an associate in respect of the exercise of a SAR to be satisfied in cash in lieu of Common Stock. Any fractional shares resulting from the exercise of a SAR will be paid in cash.

Nontransferability of Options and SARs

Options and SARs may not be transferred, assigned, pledged or hypothecated except by will or applicable laws of descent and distribution.

Expiration of Options

Options will expire at such time as the Plan Committee determines; provided, however, that no Option may be exercised more than ten years from the date of grant, unless an ISO is held by a 10% Stockholder, in which case such ISO may not be exercised more than five years from the date of grant.

Termination of Options and SARs

Except as the Plan Committee may at any time provide, Options and SARs may be exercised within one year (30 days if termination of employment is for gross misconduct, as determined by the Plan Committee) after the termination of an associate’s employment (other than by death or total disability), to the extent then exercisable, but in no case later than the term specified in the grant. Except as the Plan Committee may at any time provide, upon the death of an associate while employed by Limited Brands or its subsidiaries, Options and SARs, to the extent then exercisable, shall remain exercisable for one year following such associate’s death. Except as the Committee may at any time provide, in the event that an associate to whom an Option or SAR 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 as a result of such total disability.

Restricted Shares

Restricted Shares granted to associates under the Stock Plan may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted periodamount established by the Plan Committee. The Plan Committee may also impose additional restrictions onIRS as reasonable for personal use and the associate’s right to dispose of or to encumber Restricted Shares, which may include satisfaction of performance objectives. Performance objectives underincremental operating costs associated with the Stock Plan will be determined by the Plan Committee and will be based on any one or moreuse of the following: price of Company Common Stock or the stock of any affiliate, stockholder 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 no payments will be made, and a maximum performance standard at or above which no incremental 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.

Except as the Plan Committee may at any time provide, holders of Restricted Shares may not exercise the rights of a stockholder, such as the right to vote the shares or receive dividends and other distributions, prior to the vesting of the shares.

Upon the death of an associate, the restrictions applicable to Restricted Shares held by such associate will lapse. Except as the Plan Committee may at any time provide, upon termination of the associate’s employment with Limited Brands, Restricted Shares granted to such associate shall be forfeited.

Restricted Share Units

The Plan 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. A “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 Plan 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 Plan 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 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 Plan Committee.

Performance Shares and Performance Units

The Plan Committee may award to associates Performance Shares, each equivalent to one share of Common Stock, and Performance Units which will have a specified value or formula-based value at the end of a performance period. Performance Shares and Performance Units so awarded will be credited to an account established and maintained for the associate. The Plan Committee shall determine performance periods and performance objectives in connection with each grant of Performance Shares and Performance Units.

Vesting of awards of Performance Shares and Performance Units will occur upon achievement of the applicable objectives within the applicable performance period. The Plan Committee may, at its discretion, permit vesting in the event performance objectives are partially met, or grant additional vested Performance Shares or Performance Units in the event performance objectives are surpassed. Payment of vested Performance Shares and Performance Units may be made in cash, Common Stock or any combination thereof, as determined by the Plan Committee.

No voting or dividend rights attach to the Performance Shares; however, the Plan Committee may credit an associate’s Performance Share account with additional Performance Shares equivalent to the fair market value of any dividends on an equivalent number of shares of Common Stock.

Unrestricted Shares

Unrestricted Shares may also be granted at the discretion of the Plan Committee. Except as required by applicable law, no payment will be required for Unrestricted Shares.

Tax withholding and Tax Offset Payments

The Plan Committee may require payment, or withhold payments made under the Stock Plan, in order to satisfy applicable withholding tax requirements. The Plan Committee may make Tax Offset Payments to assist associates in paying income taxes incurred as a result of their participation in the Stock Plan. The amount of the Tax Offset Payments shall be determined by multiplying a percentage (established by the Plan Committee) by all or a portion of the taxable income recognized by an associate upon: (i) the exercise of an NSO or a SAR, (ii) the disposition of shares received upon exercise of an ISO, (iii) the lapse of restrictions on Restricted Shares, (iv) the award of Unrestricted Shares or (v) payments for Performance Shares or Performance Units.

Effect of change in control

Immediately upon a change in control of Limited Brands, (i) Options and Stock Appreciation Rights granted to any 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.

Term of Stock Plan

Unless earlier terminated by Limited Brands’ Board of Directors, the Stock Plan will terminate on March 11, 2014.

Amendment and termination

Limited Brands’ Board of Directors may suspend, amend, modify or terminate the Stock Plan; provided, however, that Limited Brands’ stockholders shall be required to approve any amendment that would constitute a “material revision” under applicable NYSE rules.

Awards granted prior to a termination of the Stock Plan shall continue in accordance with their terms following such termination. No amendment, suspension or termination of the Stock Plan shall adversely affect the rights of an associate in awards previously granted without such associate’s consent.

Set forth below is a summary of the awards that were made in respect of fiscal 2003 pursuant to the predecessor to the Stock Plan.

2003 Awards under the 1993 Stock Option and

Performance Incentive Plan (2002 Restatement) Table

Federal income tax consequences

Stock Options.

There will be no federal income tax consequences to the associate or Limited Brands upon the grant of either an ISO or an NSO under the Stock Plan. Upon exercise of an NSO, an associate generally will recognize ordinary income in an amount equal to (i) the fair market value, on the date of exercise, of the acquired shares of Common Stock; less (ii) the exercise price of the NSO. Subject to Section 162(m) of the Code and the associate including such compensation in income or Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a tax deduction in the same amount.

Upon the exercise of an ISO, an associate recognizes no immediate taxable income. Income recognition is deferred until the associate sells the shares of Common Stock. If the ISO is exercised no later than three months after the termination of the associate’s employment, and the associate does not dispose of the shares acquired pursuant to the exercise of the ISO within two years from the date the ISO was granted and within one year after the exercise of the ISO, the gain on the sale will be treated as long-term capital gain. Certain of these holding periods and employment requirements are liberalized in the event of an associate’s death or disability while employed by Limited Brands. The Company is not entitled to any tax deduction with respect to the grant or exercise of ISOs, except that if the Common Stock is not held for the full term of the holding period outlined above, the gain on the sale of such Common Stock, being the lesser of: (i) the fair market value of the Common Stock on the date of exercise minus the option price or (ii) the amount realized on disposition minus the exercise price, will be taxed to the associate as ordinary income and, subject to Section 162(m) of the Code and the associate including such compensation in income and Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a deduction in the same amount. The excess of the fair market

value of the Common Stock acquired upon exercise of an ISO over the exercise price therefor constitutes a tax preference item for purposes of computing the “alternative minimum tax” under the Code.

Stock Appreciation Rights.

There will be no federal income tax consequences to either the associate or Limited Brands upon the grant of an SAR. However, the associate generally will recognize ordinary income upon the exercise of a SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares of Common Stock received upon exercise. Subject to Section 162(m) of the Code and the associate including such compensation in income and Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a deduction equal to the amount includible in the associate’s income.

Restricted Shares.

Assuming the associate does not make an election under Section 83(b) of the Code (which election is discussed below), there will be no federal income tax consequences to either the associate or Limited Brands upon the grant of Restricted Shares until expiration of the restricted period and the satisfaction of any other conditions applicable to the Restricted Shares. At that time, the associate generally will recognize taxable income equal to the then fair market value for the Common Stock and, subject to Section 162(m) of the Code and the associate including such compensation in income and Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a corresponding deduction. However, under Section 83(b) of the Code, the associate may elect, within thirty days after the date of the grant, to recognize ordinary income as of the date of grant and Limited Brands will be entitled to a corresponding deduction at that time.

Performance Shares, Performance Units and Restricted Share Units.

There will be no federal income tax consequences to the associate or Limited Brands upon the grant of Performance Shares, Performance Units or Restricted Share Units. Associates generally will recognize taxable income at the time when payment for the Performance Shares, Performance Units or Restricted Share Units is received in an amount equal to the aggregate amount of cash and the fair market value of shares of Common Stock acquired. Subject to Section 162(m) of the Code and the associate including such compensation in income and Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a deduction equal to the amount includible in the associate’s income.

Unrestricted Shares.

Associates generally will recognize taxable income at the time Unrestricted Shares are received. Subject to Section 162(m) of the Code and the associate including such compensation in income and Limited Brands satisfying applicable reporting requirements, Limited Brands will be entitled to a deduction equal to the amount includible in the associate’s income.

Special rules may apply to associates who are subject to Section 16 of the Exchange Act.

Required vote

Adoption of the Stock Plan requires the approval by a majority of votes cast on the proposal in person or by proxy provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal.aircraft.

EXECUTIVE COMPENSATION

Summary compensation table

The following table (the “Summary Compensation Table”) shows the compensation paid by Limited Brands to each of the named executive officers of Limited Brands for each of our last three fiscal years.

As of January 29, 2005, the aggregate restricted stock and restricted stock units holdings and the value of such holdings for each of the named executive officers were: Mr. Wexner, no shares; Mr. Schlesinger, 427,153 shares, $9,922,764; Ms. Hailey, 105,400 shares, $2,448,442; Mr. Giresi, 10,540 shares, $244,844; and Mr. Stritzke, no shares (based on the $23.23 fair market value of a share of Common Stock as of Friday, January 28, 2005).

(3)(5)

For the 20032004 fiscal year, includes employer matching and supplemental contributions allocated during the year to each executive officer’s account under certain of Limited Brands’ qualified and non-qualified defined contribution plans during the year in the amount of $406,291, $280,085, $237,936, $159,368$259,331, $404,712, $242,531, $118,393 and $102,072$139,863 for executive officers Wexner, Schlesinger, Hailey, FinkelmanGiresi and Giresi,Stritzke, respectively, and term life insurance premiums in the amount of $31,140 $12,375 and $10,735$12,375 paid on behalf of executive officers Schlesinger Hailey and Finkelman,Hailey, respectively.

The Company has recently announced the hiring of Jay Margolis as Group President, Apparel, and Martyn Redgrave as Executive Vice President and Chief Administrative Officer as well as the creation of the Limited Brands Executive Committee consisting of Mr. Wexner, Mr. Schlesinger, Ms. Hailey, Mr. Margolis, Mr. Redgrave and Sandy West, Executive Vice President, Human Resources.

Long-term incentive plan awards

Limited Brands did not grant any awards for the 20032004 fiscal year to the executive officers named in the Summary Compensation Table.

Stock options

The following table shows certain information regarding stock options granted to the executive officers named in the Summary Compensation Table during our 20032004 fiscal year.

Option Grants in Fiscal Year 20032004

The following table sets forth certain information regarding stock options exercised by the executive officers named in the Summary Compensation Table during Limited Brands’ 20032004 fiscal year and the year-end values of unexercised options held by those executive officers.

Aggregated Option Exercises in 20032004 Fiscal Year and Fiscal Year-End Option Values

The following table summarizes share and exercise price information about Limited Brands’ equity compensation plans as of January 31, 2004. The table does not include any of the additional 20,000,000 shares of Common Stock issuable under the Stock Plan that may be approved by our stockholders at the 2004 annual meeting of stockholders.29, 2005.

Equity Compensation Plan InformationRaymond Zimmerman

All directors and executive officers as a group