FEDERATED DEPARTMENT STORES INC /DE/
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<TYPE>EX-10.1
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<FILENAME>0002.txt
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                      EMPLOYMENT AGREEMENT


                           dated as of


                          April 1, 2000


                             between


               FEDERATED CORPORATE SERVICES, INC.


                               and


                        TERRY J. LUNDGREN

                      EMPLOYMENT AGREEMENT







          THIS AGREEMENT, made in the City of Cincinnati and
State of Ohio, as of the 1st day of April, 2000, between
FEDERATED CORPORATE SERVICES, a Delaware corporation (hereinafter
called the "Employer"), and TERRY J. LUNDGREN (hereinafter called
the "Employee").

          In consideration of the premises, it is agreed by and
between the parties hereto as follows:


                            ARTICLE I

                           EMPLOYMENT

          1.1  Term and Duties.  The Employer shall employ the
Employee, and the Employee shall serve the Employer, as an
executive for the period (the "Term") beginning on the date of
this Agreement and ending on the later of (a) the date set forth
on Exhibit A hereto and (b) any later date to which the Term may
have been extended by agreement of the parties.  During the Term
the Employee shall faithfully and in conformity with the
directions of the Board of Directors of the Employer (the
"Board") or its delegate perform the duties of his employment and
shall devote to the performance of such duties his full time and
attention.  During the Term the Employee shall serve in the
office or offices of the Employer to which the Board may from
time to time elect or  appoint  him.   The Employee shall be
excused from performing any services hereunder during periods of
temporary incapacity and during vacations in accordance with the
Employer's disability and vacation policies.

          1.2  Compensation.  In consideration of his services
during the Term, the Employer shall pay the Employee cash
compensation at an annual rate not less than the greater of his
current base salary as set forth on Exhibit A hereto or the base
salary of the Employee most recently approved by the Board or its
delegate ("Base Compensation").  Employee's Base Compensation
shall be subject to such increases as may be approved by the
Board or its delegate.

          1.3  Payment Schedule.  The Base Compensation specified
in Section 1.2(a) hereof shall be payable as current salary, in
installments not less frequently than monthly, and at the same
rate for any fraction of a month unexpired at the end of the
Term.

          1.4  Expenses.  During the Term the Employee shall be
allowed reasonable traveling expenses and shall be furnished
office space, assistance and accommodations suitable to the
character of his position with the Employer and adequate for the
performance of his duties hereunder.

          1.5  Termination in Case of Disability.  The Employee
shall not be in breach of this Agreement if he shall fail to
perform his duties hereunder because of physical or mental
disability.  If for a continuous period of 12 months during the
Term the Employee fails to render services to the Employer
because of the Employee's physical or mental disability, the
Board or its delegate may end the Term prior to its stated
termination date.  If there should be any dispute between the
parties as to the Employee's physical or mental disability at any
time, such question shall be settled by the opinion of an
impartial reputable physician agreed upon for the purpose by the
parties or their representatives, or failing agreement within 10
days of a written request therefor by either party to the other,
then one designated by the then president of the local Academy
of Medicine.  The written opinion of such physician as to the
matter in dispute shall be final and binding on the parties.

          1.6  Termination of Services.  If the Employer notifies
the Employee that his services will no longer be required during
the Term, the Employee shall be entitled (except as otherwise
provided in Section 1.5 or Section 1.7 hereof) to continue to
receive his Base Compensation for the remainder of the Term.

          1.7  Mitigation.  If the Employee receives notice from
the Employer pursuant to Section 1.6 hereof, the Employee
(subject to Section 2.4 hereof) shall be free to become actively
engaged with another business and shall use his best efforts to
find other comparable employment.  Upon the payment to the
Employee of compensation for employment or other services by any
unaffiliated third party, the Employee shall automatically cease
to be an employee of the Employer.  The Employee shall promptly
notify the Employer of any such employment or other services and
of the compensation received, to be received or receivable from
his subsequent employer or such other party attributable to the
Term.  All Base Compensation otherwise payable to the Employee by
the Employer under this Agreement during the remainder of the
Term shall be reduced to the extent of his similar compensation
received, to be received or receivable from such other employment
or other services.

          1.8  Termination for Cause.  The Employer may terminate
the employment of the Employee and this Agreement and all of its
obligations hereunder, except for obligations accrued but unpaid
to the effective date of termination, for Cause upon notice given
pursuant to this Section.  As used in this Agreement, the term
"Cause" shall mean:

               (a)  an intentional act of fraud, embezzlement,
theft or any other material violation of law in connection with
the Employee's duties or in the course of his employment with the
Employer;

               (b)  intentional wrongful damage to material
assets of the Employer;

               (c)  intentional wrongful disclosure of material
confidential information of the Employer;

               (d)  intentional wrongful engagement in any
competitive activity which would constitute a material breach of
the duty of loyalty; or

               (e)  intentional breach of any stated material
employment policy of the Employer.

               No act, or failure to act, on the part of an
Employee shall be deemed "intentional" if it was due primarily to
an error in judgment or negligence, but shall be deemed
"intentional" only if done, or omitted to be done, by the
Employee not in good faith and without reasonable belief that his
action or omission was in or not opposed to the best interest of
the Employer.  Failure to meet performance standards or
objectives of the Employer shall not constitute Cause for
purposes hereof.

          1.9  Election of Benefits.  If the Employee receives
notice from the Employer pursuant to Section 1.6 hereof, the
Employee shall have the right to elect to receive (in lieu of the
payments hereunder specified in such Section 1.6) any benefits
that may be payable to him pursuant to any severance plan of the
Employer applicable to him.  If no such election is made, the
amounts specified in such Section 1.6 shall be payable as
specified therein, no benefit shall be payable to the Employee
under such severance plan, and the Employee hereby expressly
waives any benefits that might otherwise be due him under such
severance plan.


                           ARTICLE II

               CERTAIN OBLIGATIONS OF THE EMPLOYEE

          2.1  No Participation in Other Businesses.  During the
Term (except as otherwise expressly provided in Section 1.7
hereof) the Employee shall not, without the consent of the Board
or its delegate, become actively associated with or engaged in
any business other than that of the Employer or a division or
affiliate of the Employer, and he shall do nothing inconsistent
with his duties to the Employer.  If the Employee shall breach
his obligations under this Section, he shall promptly reimburse
the Employer for any monies paid by the Employer in connection
with his relocation during the Term or in contemplation of the
signing of this Agreement, including, without limitation, any
bonus or relocation expenses paid for or incurred by the
Employer, including, without limitation, carrying costs for
property purchased from or on behalf of the Employee.  Any such
reimbursement shall be in addition to any other remedy for breach
of this Agreement that the Employer may be entitled to at law or
in equity.

          2.2  Trade Secrets and Confidential Information.
Employee shall not (either during the Term or thereafter) without
the consent of the Employer disclose to anyone outside of the
Employer, or use in other than the Employer's business, trade
secrets or confidential information relating to the Employer's
business in any way obtained by him while employed by the
Employer.

          2.3  Noncompetition.  It is recognized by the Employee
and the Employer that Employee's duties hereunder will entail the
receipt of trade secrets and confidential information, which
include not only information concerning the Employer's current
operations, procedures, suppliers and other contacts, but also
its short-range and long-range plans, and that such trade secrets
and confidential information have been developed by the Employer
and its affiliates at substantial cost and constitute valuable
and unique property of the Employer.  Accordingly, the Employee
acknowledges that the foregoing makes it reasonably necessary for
the protection of the Employer's business interests that the
Employee not compete with the Employer or any of its affiliates
during the Term and for a reasonable and limited period
thereafter.  Therefore, during the Term and for a period of one
year thereafter, the Employee shall not have an investment of
$100,000 or more in a Competing Business (as hereinafter defined)
and shall not render personal services to any such Competing
Business in any manner, including, without limitation, as owner,
partner, director, trustee, officer, employee, consultant or
advisor thereof.  The noncompete provisions of this section shall
not be applicable to Employee if he has been notified pursuant to
Section 1.6 hereof that his services will no longer be required
during the Term or if Employee has been advised that his services
will no longer be required after the expiration of the Term.

               If the Employee shall breach the covenants
contained in this Section 2.3 or in Section 2.2 hereof, the
Employer shall have no further obligation to make any payment to
the Employee pursuant to this Agreement and may recover from the
Employee all such damages as it may be entitled to at law or in
equity.  In addition, the Employee acknowledges that any such
breach is likely to result in immediate and irreparable harm to
the Employer for which money damages are likely to be inadequate.

Accordingly, the Employee consents to injunctive and other
appropriate equitable relief upon the institution of proceedings
therefor by the Employer in order to protect the Employer's
rights hereunder.  Such relief may include, without limitation,
an injunction to prevent the Employee from disclosing any trade
secrets or confidential information concerning the Employer to
any Competing Business, to prevent any Competing Business from
receiving from the Employee or using any such trade secrets or
confidential information and/or to prevent any such Competing
Business from retaining or seeking to retain any other employees
of the Employer.  Employer agrees, however, that it will not seek
injunctive relief for the purposes of preventing Employee from
competing with Employer after the expiration of the Term.  The
provisions of the foregoing sentence shall not apply, however, to
injunctions of the type described in the preceding sentence.

               (a)  As used in this Agreement, the term
"affiliate" shall mean, with respect to a particular person, a
person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such person.

               (b)  As used in this Agreement, the term
"Competing Business" shall mean any business which:

                    (i)  at the time of determination, is
substantially similar to the whole or a substantial part of the
business conducted by the Employer or any of its divisions or
affiliates;

                    (ii) at the time of determination, is
operating a store or stores which, during its or their fiscal
year preceding the determination, had aggregate net sales,
including sales in leased and licensed departments, in excess of
$10,000,000, if such store or any of such stores is or are
located in a city or within a radius of 25 miles from the outer
limits of a city where the Employer, or any of its division's or
affiliates, is operating a store or stores which, during its or
their fiscal year preceding the determination, had aggregate net
sales, including sales in leased and licensed departments, in
excess of $10,000,000; and

                    (iii)     had aggregate net sales at all its
locations, including sales in leased and licensed departments and
sales by its divisions and affiliates, during its fiscal year
preceding that in which the Employee made such an investment
therein, or first rendered personal services thereto, in excess
of $25,000,000.

          2.4  Conflicts of Interest.  The Employee shall not
engage in any activity that would violate the Conflict of
Interest or Business Ethics Statement signed from time to time by
the Employee.

                           ARTICLE III

                          MISCELLANEOUS

          3.1  Assignment.  This Agreement may be assigned by the
Employer to any of its affiliates.  This Agreement shall not
otherwise be assignable by the Employer without the consent of
the Employee, except that, if the Employer shall merge or
consolidate with, or transfer all or any substantial portion of
its assets, including goodwill, to another corporation or other
form of business organization, this Agreement shall (or, in the
case of any such transfer, may) be assigned to and shall bind and
run to the benefit of the successor of the Employer resulting
from such merger, consolidation or transfer.  The Employee may
not assign, pledge or encumber his interest in this Agreement or
any part hereof.

          3.2  Governing Law.  This Agreement has been executed
on behalf of the Employer by an officer of the Employer located
in the City of Cincinnati, Ohio.  This Agreement and all
questions arising in connection herewith shall be governed by the
internal substantive laws of the State of Ohio.  The Employer and
the Employee each consent to the jurisdiction of, and agree that
any controversy between them arising out of this Agreement shall
be brought in, the United States District Court for the Southern
District of Ohio, Western Division; the Court of Common Pleas for
Hamilton County, Ohio; or such other court venued within Hamilton
County, Ohio as may have subject matter jurisdiction over the
controversy.

          3.3  Severability.  If any portion of this Agreement is
held to be invalid or unenforceable, such holding shall not
affect any other portion of this Agreement.

          3.4  Entire Agreement.  This Agreement comprises the
entire agreement between the parties hereto and as of the date
hereof, supersedes, cancels and annuls any and all prior
agreements between the parties hereto.  This Agreement may not be
modified, renewed or extended orally, but only by a written
instrument referring to this Agreement and executed by the
parties hereto.

          3.5  Gender and Number.  Words in the masculine herein
may be interpreted as feminine or neuter, and words in the
singular as plural, and vice versa, where the sense requires.

          3.6  Notices.  Any notice or consent required or
permitted to be given under this Agreement shall be in writing
and shall be effective when given by personal delivery or five
business days after being sent by certified U.S. mail, return
receipt requested, to the Secretary of Federated Department
Stores, Inc. at its principal place of business in the City of
Cincinnati or to the Employee at his last known address as shown
on the records of the Employer.

          3.7  Withholding Taxes.  The Employer may withhold from
any amounts payable under this Agreement all federal, state, city
or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.

          3.8  Waiver and Release.  In consideration of the
Employer's entering into this Agreement, and the receipt of other
good and valuable consideration, the sufficiency of which is
expressly acknowledged, the Employee, for himself and his
successors, assigns, heirs, executors and administrators, hereby
waives and releases and forever discharges the Employer and its
affiliates and their officers, directors, agents, employees,
shareholders, successors and assigns from all claims, demands,
damages, actions and causes of action whatsoever which he now has
on account of any matter, whether known or unknown to him and
whether or not previously disclosed to the Employee or the
Employer, that relates to or arises out of (a) any existing or
former employment agreement (written or oral) entered into
between the Employee and the Employer or any of its affiliates
(or any amendment or supplement to any such agreement), (b) any
agreement providing for a payment or payments or extension of the
employment relationship triggered by a merger or sale or other
disposition of the stock or assets or restructuring of the
Employer or any affiliate of the Employer, or (c) any applicable
severance plan.

          IN WITNESS WHEREOF, the parties hereto have hereunto
and to a duplicate hereof set their signatures as of the day and
year first above written.



                           FEDERATED CORPORATE SERVICES, INC.

                           By: \s\ Dennis J. Broderick
                                   Dennis J. Broderick
                           Title: Senior Vice President, General Counsel
                                       and Secretary


                               \s\ Terry J. Lundgren
                                   TERRY J. LUNDGREN



                            EXHIBIT A

                               to

                      EMPLOYMENT AGREEMENT


               Dated as of April 1, 2000


               Name:               Terry J. Lundgren

               End of Term:        May 1, 2003

               Base Compensation:  $1.1 million


Special Provisions: Notwithstanding any of the provisions in the
                    Agreement to the contrary, if upon, or at any time
                    prior to, the retirement of James Zimmerman
                    ("Zimmerman") as Chairman and Chief Executive Officer
                    of the Company, Employee is advised that he will not
                    be appointed Chairman and Chief Executive Officer of
                    the Company effective immediately following
                    Zimmerman's retirement (the date on which any such
                    advice is received is called the "Advice Date"),
                    Employee may, within ninety days of the Advice Date,
                    elect, by written notice to the Office of the General
                    Counsel, to terminate providing services to the
                    Employer and in such event (i) such termination will
                    be effective on a date to be mutually agreed to
                    between Employee and the Employer but in any event no
                    later than ninety (90) days following the Advice Date
                    (the effective date of the termination is called the
                    "Service Effective Date"); (ii) Employee shall be
                    entitled to receive the Base Compensation, payable on
                    the same periodic basis upon which such Compensation
                    is paid immediately prior to the Advice Date, for a
                    period of up to twenty-seven (27) months following the
                    Advice Date; (iii) Employee shall, during such twenty-
                    seven (27) month period, so long as he shall remain in
                    the employ of the Company, be eligible to participate
                    in, and receive all benefits under, (a) retirement and
                    welfare benefit plans provided by the Employer
                    (including, without limitation, 401k, pension,
                    medical, prescription, dental, salary continuance,
                    individual life, group life, dependent life and
                    accidental and travel accident insurance plans) and as
                    from time to time in effect and applicable to senior
                    executives at the level of President of the Employer
                    and (b) the Employer's executive discount program as
                    from time to time in effect and applicable to senior
                    executives of the Employer at the level of President;
                    (iv) during the twenty four (24) month period
                    following the Service Effective Date Employee shall
                    have no duty to seek to find other employment with, or
                    render services to, a third party but all Base
                    Compensation otherwise payable to the Employee by the
                    Employer during the last twelve (12) months of such
                    twenty four (24) month period shall be reduced to the
                    extent of compensation received, to be received or
                    receivable by Employee in respect of that twelve (12)
                    month period from any such employment with or the
                    rendering of such services to a third party; (v) upon
                    Employee's earning or receipt of payment for
                    employment with or rendering of services to a third
                    party at any time after the Service Effective Date,
                    Employee shall automatically cease to be an employee
                    of the Company and Employee's eligibility to
                    participate in, and receive benefits under, the
                    retirement and welfare benefit plans as set out in
                    (iii), above, shall cease effective upon Employee's
                    earning or receipt of such payment; and (vi) the non-
                    compete provision of the Agreement shall apply during
                    the first twelve (12) month period following the
                    Service Effective Date and shall apply only in respect
                    of Dillards, Inc., Saks Incorporated (except its Saks
                    Fifth Avenue division), The May Department Stores
                    Company, J.C. Penney, Inc., and Sears, Roebuck & Co.


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