Amendment to the Federated Investors Program Documents



 Exhibit 10.60 
 AGREEMENT OF AMENDMENT 
 Dated as of December 29, 2006 
 Reference is made to that certain Purchase and Sale Agreement dated as of December 21, 2000 (as from time to time amended prior to the date hereof,
the “Purchase Agreement”) among Federated Investors Management Company (the “Transferor”), Federated Securities Corp. (the “Distributor”), Federated Funding 1997-1, Inc. (the “Seller”), Federated Investors,
Inc. (the “Parent”), Citibank, N.A., as Purchaser, and Citicorp North America, Inc., as Program Agent. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. 
 The parties hereto agree that, effective as of the Amendment Effective Date, the definition of the term “Termination Date” set forth in
Appendix A to the Purchase Agreement is hereby amended by replacing the date “December 31, 2006” set forth therein with the date “February 28, 2007”. 
 As used herein, the term “Amendment Effective Date” means the later to occur of the day on which the Program Agent shall have executed and delivered one or more counterparts of this Agreement of Amendment
and shall have received one or more counterparts of this Agreement of Amendment executed by each of the other parties hereto. 
 Each of the
Seller, the Distributor, the Transferor and the Parent represents and warrants that (i) this Agreement of Amendment has been duly authorized, executed and delivered by it and each of its obligations hereunder constitute its legal, valid and
binding obligation enforceable against it in accordance with its terms, and (ii) immediately after giving effect to this Agreement of Amendment and the transactions contemplated hereunder, its representations and warranties set forth in the
Program Documents will be true and correct and no Event of Termination has occurred, or will result therefrom. 
 This Agreement of Amendment
may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 
 THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 







 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their
duly authorized officers as of the date first above written. 
  

									
	CITICORP NORTH AMERICA, INC.,	 		 	CITIBANK, N.A.,
	as Program Agent	 		 	as Purchaser
					
	By:	 	 /s/ Jean M. Diaz
	 		 	By:	 	 /s/ Jean M. Diaz

	Name:	 	Jean M. Diaz	 		 	Name:	 	Jean M. Diaz
	Title:	 	Vice President	 		 	Title:	 	Vice President
			
	FEDERATED INVESTORS MANAGEMENT, COMPANY	 		 	FEDERATED SECURITIES CORP.,
	as Transferor	 		 	as Distributor, Principal Shareholder Servicer and Servicer
					
	By:	 	 /s/ Dennis McAuley III
	 		 	By:	 	 /s/ Denis McAuley III

	Name:	 	Denis McAuley III	 		 	Name:	 	Denis McAuley III
	Title:	 	Sr. Vice President	 		 	Title:	 	Treasurer
			
	FEDERATED FUNDING 1997-1, INC.,	 		 	FEDERATED INVESTORS, INC.,
	as Seller	 		 	as Parent
					
	By:	 	 /s/ Denis McAuley III
	 		 	By:	 	 /s/ Denis McAuley III

	Name:	 	Denis McAuley III	 		 	Name:	 	Denis McAuley III
	Title:	 	Vice President	 		 	Title:	 	Vice President