The Companys financial, administrative and credit services subsidiary, FACS Group, Inc. (FACS), provides credit processing, collections, customer service and credit marketing services for the proprietary credit programs of the Companys retail operating divisions in respect of all proprietary and non-proprietary credit card accounts owned by the Company and credit processing, customer service and credit marketing for those accounts owned by GE Capital Consumer Card Co., (GE Bank). GE Bank owns all of the Macys credit card accounts originated prior to December 19, 1994, when R.H. Macy & Co., Inc. was acquired pursuant to a merger, and an allocated portion of the Macys credit card accounts originated subsequent to such merger. In addition, FACS provides payroll and benefits services to the Companys retail operating and service divisions

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