<PAGE>
                                                                 Exhibit 10.44.2

                                     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 FEBRUARY 26, 2003)

   (All capitalized terms used in this Exhibit are defined as set forth in
                                  Agreement)

      The Employment Agreement, as previously amended, remains in effect in all
respects except as amended as provided below.
      ANNUAL BONUS:        In respect of fiscal 2003, the annual bonus
                           payable (if any) under the terms of the 1992
                           Incentive Bonus Plan (as such may be amended from
                           time to time) of Federated Department Stores, Inc.
                           (Federated) will be based on performance goals
                           established for the senior executives of the
                           Employer on an annual basis by the Board of
                           Directors of Federated or a Committee thereof,
                           with the amount of bonus equal to a sliding
                           percent of Employee's annual base salary in effect
                           as of the last day of the performance period based
                           on performance against the targeted annual goals,
                           as follows:

<TABLE>
                           Performance Against       Payout as Percent
                           Target                    Of Annual Salary
                           ------                    ----------------
<S>                    <C>                           <C>

                       (a) CORPORATE EBIT $

                           Below the percent of              0.0%
                           Target approved by the
                           Section 162(m)
                           Subcommittee of the
                           Board of Directors of
                           Federated (the
                           "Subcommittee)
                           At the percent of Target  As approved by the
</TABLE>

                                       1
<PAGE>
<TABLE>
                           Performance Against       Payout as Percent
                           Target                    Of Annual Salary
                           ------                    ----------------
<S>                    <C>                           <C>
                           approved by the             Subcommittee
                           Subcommittee

                           Target                      90.0%

                           Above Target                90% plus 13.0% per
                                                      1% of EBIT over Target

                       (b) CORPORATE SALES $

                           Below Target                  0.0%
                           Target                       30.0%
                           101% of Target               60.0%

                       (c) CORPORATE CASH FLOW

                           More than $50 million         0.0%
                             below Target

                           $50 million below Target     12.0%

                           $25 million below Target     18.0%

                           Target                       30.0%

                           $150 million over Target     60.0%
</TABLE>

                        The percent of base salary payable as the annual bonus
                        is the aggregate of the above designated payout based on
                        performance achieved under each of the performance
                        components described in (a), (b) and (c), above.

                        Any annual bonus payable hereunder shall be paid in the
                        fiscal year following the annual performance period in
                        respect of which the bonus is payable in accordance with
                        Federated's 1992 Incentive Bonus Plan (as such may be
                        amended from time to time).

                        By operation of Federated's Supplementary Executive
                        Retirement Plan, annual bonuses paid to Employee under
                        Federated's 1992 Incentive Bonus Plan are included as
                        eligible compensation under Federated's Pension Plan.

                                       2
<PAGE>
      TERM AND DUTIES:   Notwithstanding anything in the Agreement to the
                         contrary, effective February 26, 2003, Employee shall
                         cease to serve as Chief Executive Officer of Federated
                         and shall continue to perform the duties of Chairman of
                         the Board of Federated until the expiration of the Term
                         on February 1, 2004. The duties of Employee shall be
                         commensurate with the office of Chairman of Federated.


GOOD REASON TERMINATION: Section 1.9(c) of the Agreement is amended to provide
                         that the failure of the Employee to be elected or
                         reelected Chairman of Federated or to be elected or
                         reelected to membership on Federated's Board of
                         Directors shall, among the other circumstances set out
                         in Section 1.9, constitute "good reason" entitling
                         Employee to terminate his employment pursuant to, and
                         obtain the entitlements set out in, Section 1.7 of the
                         Agreement.


JAMES M. ZIMMERMAN                   FEDERATED CORPORATE SERVICES, INC.

/s/ James M. Zimmerman               /s/ Dennis J. Broderick
--------------------------           -----------------------------
                                     DENNIS J. BRODERICK
                                     PRESIDENT

                                       3