Amended Exhibit A to Employment Agreement between Federated Corporate Services, Inc. and James M. Zimmerman (Amendment as of December 31, 2003)

Summary

This amendment updates the employment agreement between Federated Corporate Services, Inc. and James M. Zimmerman. Effective January 14, 2004, Mr. Zimmerman will step down as Chairman of the Board and perform duties as requested by the CEO until February 1, 2004. After that, he will remain an unpaid, inactive employee through March 31, 2004, and will continue to receive vesting and service credit in Federated's benefit programs until that date.

EX-10.45.3 7 l06445aexv10w45w3.txt EX-10.45.3 EXHIBIT 10.45.3 AMENDED EXHIBIT A to EMPLOYMENT AGREEMENT Entered into as of August 27, 1999 between FEDERATED CORPORATE SERVICES, INC. And JAMES M. ZIMMERMAN (AMENDMENT AS OF DECEMBER 31, 2003) (All capitalized terms used in this Exhibit have the meaning set forth in Agreement) The Employment Agreement, as previously amended, remains in effect in all respects except as amended as provided below. TERM AND DUTIES: Notwithstanding anything in the Agreement to the contrary, effective at midnight on January 14, 2004, Employee shall cease to serve as Chairman of the Board of Federated and shall thereafter perform such duties until the expiration of the Term on February 1, 2004 as may be requested by the Chief Executive Officer of Federated. After the expiration of the Term on February 1, 2004, Employee shall continue as an unpaid, inactive employee of Federated though March 31, 2004, and will be credited with vesting and service through March 31, 2004 in accordance with the terms of each of Federated's benefits programs in which Employee was a participant as of February 1, 2004. JAMES M. ZIMMERMAN FEDERATED CORPORATE SERVICES, INC. /s/ James M. Zimmerman /s/ Dennis J. Broderick - --------------------------- -------------------------------------- DENNIS J. BRODERICK PRESIDENT 1