Exhibit
    10.1

  EMPLOYMENT AGREEMENT
    AMENDMENT 





  THE EMPLOYMENT AGREEMENT entered into as of January 2, 2004 between V. Ann Hailey
  (the “Executive”) and Limited Brands, Inc. and The Limited Service
  Corporation (the “Company”) is hereby amended as of March 8, 2005
  in the following respects:

1.      Section
  2(a) is amended in its entirety to read as follows:

        (a)
       Position. The Executive shall be employed
  as the Executive Vice President and Chief Financial Officer or such other position
  of reasonably comparable or greater status and responsibilities, as may be determined
  by the Board of Directors. The Executive shall perform the duties, undertake
  the responsibilities, and exercise the authority customarily performed, undertaken,
  and exercised by persons employed in a similar executive capacity. The Executive
  shall report to the Chief Administrative Officer and shall report “dotted
  line” to the Chairman of the Board of Directors. 

2.    Section
  9(c) is amended in its entirety to read as follows:

        (c)
       Termination by the Executive. The Executive
  may terminate employment hereunder for “Good Reason” by delivering
  to the Company (1) a Preliminary Notice of Good Reason (as defined below), and
  (2) not earlier than thirty (30) days from the delivery of such Preliminary
  Notice, a Notice of Termination. For purposes of this Agreement, “Good
  Reason” means (i) the failure to continue the Executive in a capacity
  contemplated by Section 2 hereof (or, if applicable, Section 10(h)(i) hereof);
  (ii) the assignment to the Executive of any duties materially inconsistent with
  the Executive’s positions, duties, authority, responsibilities, and reporting
  requirements as set forth in Section 2 hereof (or, if applicable, Section 10(h)(i)
  hereof); (iii) a reduction in or a material delay in payment of the Executive’s
  total cash compensation and benefits from those required to be provided in accordance
  with the provisions of this Agreement; (iv) the Company, the Board or any person
  controlling the Company requires the Executive to be based outside of the United
  States, other than on travel reasonably required to carry out the Executive’s
  obligations under the Agreement; or (v) the failure of the Company to obtain
  the assumption in writing of its obligation to perform this Agreement by any
  successor to all or substantially all of the assets of the Company within 15
  days after a merger, consolidation, sale, or similar transaction; provided,
  however, that “Good Reason” shall not include (A) acts not taken
  in bad faith which are cured by the Company in all respects not later than thirty
  (30) days from the date of receipt by the Company of a written notice from the
  Executive identifying in reasonable detail the act or acts constituting “Good
  Reason” (a “Preliminary Notice of Good Reason”) or (B) acts
  taken by the Company by reason of the Executive’s physical or mental infirmity
  which impairs the Executive’s ability to substantially perform her duties
  under this Agreement. A Preliminary Notice of Good Reason shall not, by itself,
  constitute a Notice of Termination. Notwithstanding anything in this Agreement
  to the contrary, the Executive may terminate employment for “Good Reason“
  hereunder by providing the Company, at any time from September 1, 2005 through
  February 28, 2006, notice of intent to terminate employment hereunder for any
  reason as of the date sixty (60) days following the date of such notice (or
  as of such earlier date as may be mutually agreed by the Executive and the Company),
  which such date shall be












 treated as the “Termination
  Date” hereunder, and the Company agrees that any such termination of employment
  shall be treated for all purposes hereunder as a termination of employment for
  “Good Reason.”

3.      Section
  9(d) is amended in its entirety to read as follows:

        (d)
      Notice of Termination. Any purported termination
  for Cause by the Company or for Good Reason by the Executive (other than a termination
  pursuant to the last sentence of Section 9(c) hereof) shall be communicated
  by a written Notice of Termination to the other two weeks prior to the Termination
  Date (as defined below). For purposes of this Agreement, a “Notice of
  Termination” shall mean a notice which indicates the specific termination
  provision in this Agreement relied upon and shall set forth in reasonable detail
  the facts and circumstances claimed to provide a basis for termination of the
  Executive’s employment under the provision so indicated. Any termination
  by the Company other than for Cause or by the Executive without Good Reason
  shall be communicated by a written Notice of Termination to the other party
  two (2) weeks prior to the Termination Date. However, the Company may elect
  to pay the Executive in lieu of two (2) weeks written notice. For purposes of
  this Agreement, no such purported termination of employment shall be effective
  without such Notice of Termination.

4.      Section
  10 is amended in its entirety to read as follows:

        10.
       Compensation Upon Certain Terminations by the
  Company not Following a Change in Control.

                   (a)
       If during the term of the Agreement (including
  any extensions thereof), whether or not following a Change in Control (as defined
  below), the Executive’s employment is terminated by the Company for Cause
  or by reason of the Executive’s death, or if the Executive gives written
  notice not to extend the term of this Agreement, the Company’s sole obligations
  hereunder shall be to pay the Executive the following amounts earned hereunder
  but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement
  for any and all monies advanced or expenses incurred pursuant to Section 7(b)
  through the Termination Date, and (iii) any earned compensation which the Executive
  had previously deferred (including any interest earned or credited thereon)
  (collectively, “Accrued Compensation”), provided however, that if
  the Executive gives written notice not to extend the Employment Term pursuant
  to Section 1, the Company shall continue to pay the premiums provided for in
  Section 7(a)(1) through the end of the calendar year in which the Executive’s
  termination occurs. The Executive’s entitlement to any other benefits
  shall be determined in accordance with the Company’s employee benefit
  plans then in effect. 

                   (b)
       Except as otherwise provided in Section 10(h)
  hereof, if the Executive’s employment is terminated by the Company other
  than for Cause or by the Executive for Good Reason, in each case other than
  during the 24-month period immediately following a Change in Control, the Company’s
  sole obligations hereunder shall be as follows:

                                    (i)
   the Company shall pay the Executive the Accrued Compensation; 








                                      (ii)  
  the Company shall continue to pay the Executive the Base Salary for a period
  of one (1) year following the Termination Date;

                                    (iii)
    in consideration of the Executive signing a General Release, the
  Company shall (A) pay the Executive a pro-rata amount of the incentive compensation
  paid under the incentive compensation plan described in Section 6 for the season
  in which the Executive’s employment is terminated based on the number
  of days the Executive is employed during such season and any incentive compensation
  under the plan described in Section 6 that the Executive would have received
  if she had remained employed with the Company for a period of one (1) year after
  the Termination Date; and (B) pay the Executive her Base Salary for one additional
  year after payments have ended under Section 10(b)(ii); and

                                     (iv)  
  the Company shall continue to pay the premiums provided for in Section 7(a)(1)
  hereof through the end of the calendar year in which such termination occurs;

                                    (v)  
  provided, however, that in the event Executive becomes entitled to any payments
  under Section 10(g), the Company’s obligations to Executive under Section
  10 shall thereafter be determined solely under Section 10 (g). 

                  (c)
  If the Executive’s employment is terminated by the Company by reason of
  the Executive’s Disability, the Company’s sole obligations hereunder
  shall be as follows:

                                     (i)
    the Company shall pay the Executive the accrued Compensation; 

                                     (ii)
    the Company shall continue to pay the Executive 100% of the Base
  Salary for the first twelve months following the Termination Date, 80% of the
  Base Salary for the second twelve months following the Termination Date, and
  60% of the Base Salary for the third twelve months following the Termination
  Date; provided, however, that such Base Salary shall be reduced by the amount
  of any benefits the Executive receives by reason of her Disability under the
  Company’s relevant disability plan or plans; and

                                     (iii)
   if the Executive is disabled beyond thirty-six (36) months, the Company
  shall continue to pay the Executive 60% of Base Salary, up to a maximum payment
  of $250,000 per year, for the period of the Executive’s Disability, as
  defined in the Company’s relevant disability plans; provided, however,
  that such payments shall be reduced by the amount of any benefits the Executive
  receives by reason of her Disability under the Company’s relevant disability
  plan or plans; and

                                    
  (iv)   the Company shall continue to pay the premiums provided for
  in Section 7(a)(1) hereof through the end of the calendar year in which such
  termination occurs.

                  (d)   
  If the Executive’s employment is terminated by reason of the Company’s
  written notice to the Executive of its decision not to extend the Employment
  Agreement pursuant to Section 1 hereof, the Company’s sole obligation
  hereunder shall be as follows:








                                     (i)   
  the Company shall pay the Executive the Accrued Compensation;

                                     (ii)  
  the Company shall continue to pay the Executive the Base Salary for a period
  of one (1) year following the expiration of such term;

                                     (iii)
   in consideration of the Executive signing a General Release, the Company
  shall (A) pay the Executive a pro-rata amount of the incentive compensation
  paid under the incentive compensation plan described in Section 6 for the season
  in which the Executive’s employment is terminated based on the number
  of days the Executive is employed during such season and any incentive compensation
  under the plan described in Section 6 that the Executive would have received
  if she had remained employed with the Company for a period of one (1) year after
  the Termination Date; and (B) pay the Executive her Base Salary for one additional
  year after payments have ended under Section 10(d)(ii); and

                                     (iv) 
  the Company shall continue to pay the premiums provided for in Section 7(a)(1)
  hereof through the end of the calendar year in which such termination occurs.

                  (e)
    For up to eighteen (18) months during the period the Executive is
  receiving salary continuation pursuant to Section 10(b)(ii), 10(c)(ii) or 10(d)(ii)
  hereof, the Company shall, at its expense, provide to the Executive and the
  Executive’s beneficiaries medical and dental benefits substantially similar
  in the aggregate to the those provided to the Executive immediately prior to
  the date of the Executive’s termination of employment; provided, however,
  that the Company’s obligation to provide such benefits shall cease upon
  the earlier of Executive’s becoming employed and the expiration of Executive’s
  rights to continue such medical and dental benefits under COBRA.

                  (f)  
  Executive shall not be required to mitigate the amount of any payment provided
  for in this Section 10 by seeking other employment or otherwise and no such
  payment or benefit shall be eliminated, offset or reduced by the amount of any
  compensation provided to the Executive in any subsequent employment, except
  as provided in Section 10(e).

                  (g)  
  In the event that (x) the Company enters into a binding agreement that, if consummated,
  would constitute a Change in Control, (y) Executive’s employment is terminated
  under the circumstances set forth in Section 10(b) and (z) within six months
  after the execution of such agreement a Change in Control of the Company occurs
  involving one or more of the other parties to such agreement, then the Company’s
  sole obligations hereunder shall be as follows:

                                    (i)   
  the Company shall pay to Executive a lump sum payment in cash no later than
  10 business days after the Change in Control an amount equal to the sum of (A)
  and (B), where (A) is the difference between (x) the Severance Amount (as defined
  in Section 14(a)(ii)) and (y) the sum of the payments made to the Executive
  prior to the change in Control pursuant to Section 10(b)(ii) and (B) is the
  difference between (x) the Bonus Amount (as defined in the Section 14(a)(iii))
  and (y) the payments, if any, made to Executive prior to the Change in Control
  pursuant to Section 10(b)(iii)(A);







                                    (ii)  
  the Company shall reimburse Executive for any documented legal fees and expenses
  to the extent set forth in Section 14(a)(iv);

                                    (iii)
   the Company shall pay such premiums as are required by Section 14(a)(v)(A)
  to the extent not previously paid pursuant to Section 10(b)(iv) and shall make
  available to Executive and Executive’s beneficiaries medical and dental
  benefits to the extent provided in Section 14(a)(v)(B); and

                                    (iv)  
  each of the Company and Executive shall have and be subject to, the rights,
  duties, and obligations set forth in Sections 13(c) and (d).

                  (h)
     Notwithstanding anything in this Agreement to the contrary:

                                    (i)   
  if before March 1, 2006 (but other than during the 24-month period immediately
  following a Change in Control), the Company notifies the Executive that it does
  not want the Executive to continue employment in her then current position or
  the Executive notifies the Company that she does not wish to continue employment
  in her then current position, provided the Executive does not elect to terminate
  employment hereunder pursuant to the last sentence of Section 9(c), the Company
  shall continue to employ the Executive in a senior executive position agreeable
  to the Executive (such agreement not to be unreasonably withheld) at her current
  level of compensation and benefits through March 1, 2008; provided that such
  employment shall not preclude the Executive from serving on corporate, civic,
  or charitable boards or committees or managing personal investments or other
  affairs, so long as such activities do not materially interfere with the performance
  of the Executive’s responsibilities hereunder;

                                    (ii)  
  if on or after March 1, 2006 but before March 1, 2008 and after notice is provided
  by the Company or Executive in accordance with Section 10(h)(i) hereof, the
  Executive terminates her employment hereunder for Good Reason or the Company
  terminates the Executive’s employment hereunder for any reason other than
  Cause (in either case, other than during the 24-month period immediately following
  a Change in Control), the Company shall provide the Executive, in lieu of the
  compensation and benefits otherwise payable pursuant to Section 10(b) hereof,
  with the compensation and benefits to which she would have been entitled had
  her employment continued through March 1, 2008 in accordance with Section 10(h)(i)
  hereof; and

                                    (iii) 
  if the Company terminates the Executive’s employment hereunder for any
  reason other than Cause or due to her “Disability” before March 1,
  2006 (other than during the 24-month period immediately following a Change in
  Control), the Company shall provide the Executive, at the Executive’s option,
  with either (A) compensation and benefits pursuant to Section 10(b) hereof,
  or (B) the compensation and benefits to which she would have been entitled had
  her employment continued through March 1, 2008 in accordance with Section 10(h)(i)
  hereof.






                  IN
  WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
  duly authorized officer and the Executive has executed this Agreement as of
  the day and year first above written.




                    	 	LIMITED
                              BRANDS, INC.

                           

  By: /s/ Leonard A. Schlesinger

  Name: Leonard A. Schlesinger

  Title: Vice Chairman and

  Chief Operating Officer

                          
                            
                              
                                
                                   

                                

                              

                            

                          

                          /s/
                                V. Ann Hailey 

  V. Ann Hailey