CONSULTING AND NONCOMPETITION AGREEMENT







         This Agreement is made as of the 4th day of February, 2001 by and

between The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the

"Company"), and LEON D. STARR ("Starr").



                                   BACKGROUND



         The Company desires to retain Starr as a consultant and Starr desires

to provide consulting services to the Company, and the Company desires to secure

Starr's agreement not to engage in competition with the Company, all in

accordance with the terms and conditions of this Agreement.



         NOW, THEREFORE, the parties hereto, intending to be legally bound,

hereby agree as follows:



                  1. Services. The Company hereby engages Starr as a consultant

         and Starr hereby agrees to provide such consulting services for the

         Company when and as requested by the Board of Directors, the Chairman

         of the Board or another executive officer of the Company. Starr shall

         be entitled to render such consulting services by telephone, telecopy

         or other practical means. Through the term of this Agreement, Starr

         will devote his energy, skill and best efforts to the performance of

         his duties in a manner which will faithfully and diligently further the

         business interests of the Company. However, the Company acknowledges

         that Starr may provide consulting services to others, provided that

         Starr makes himself reasonably available to fulfill his obligations

         hereunder and does not violate the provisions of Section 7 of this

         Agreement.



                  2. Term. Starr shall perform consulting services hereunder for

         a term commencing February 4, 2001 and shall continue until the earlier

         of (a) termination by either party on written notice to the other, or

         (b) Starr's death.



                  3. Payment for Services. As full and complete compensation for

         any and all consulting services that Starr renders to the Company, the

         Company shall pay Starr $65,000.00 per year, payable in equal monthly

         installments on the first day of each month,





                                       1



         which payments shall commence on February 4, 2001 and continue to and

         until the termination of the consulting services to be provided by

         Starr under this Agreement, provided, however, that if Starr shall be

         in breach of his obligations under Section 7 of this Agreement, such

         payments shall immediately cease. Thereafter, so long as Starr is not

         in breach of his obligations under Section 7 and in consideration of

         Starr's agreement contained in Section 7(a), the Company will pay Starr

         $65,000 per year, payable in equal monthly installments on the first

         day of each month, commencing on termination of Starr's consulting

         services and continuing for 37 months. Such payments shall be made to

         Starr or, in the event of his death, to his estate.



                  4. Business Expenses. Starr will be entitled to be reimbursed

         for reasonable out-of-pocket business expenses he incurs while

         performing services on behalf of the Company pursuant to this

         Agreement, provided that such business expenses have been authorized in

         advance by the Chairman of the Board. The Company will not provide any

         fringe benefits of any type to Starr.



                  5. Independent Contractor. The parties acknowledge that it is

         their intention that Starr is and shall be an independent contractor

         and not an employee of the Company. Starr agrees that he will not

         represent himself to be an employee of the Company or an authorized

         agent of the Company.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC