EMPLOYMENT AGREEMENT



                                     between



                               FEDDERS CORPORATION



                                       and



                                SAL GIORDANO, JR.





{PAGE}



                              EMPLOYMENT AGREEMENT



                  THIS EMPLOYMENT AGREEMENT, by and between FEDDERS CORPORATION,

a Delaware corporation having its principal place of business at 505

Martinsville Road, P.O. Box 813, Liberty Corner, New Jersey 07938 (the

"Corporation") and SAL GIORDANO, JR., an individual residing at 31 Peachcroft

Drive, Bernardsville, NJ 07924 (the "Executive"),



                                WITNESSETH THAT:



                  WHEREAS, effective September 30, 2006, the expiration of

Executive's employment agreement with the Corporation (the "Employment

Agreement") dated December 14, 2001, the Executive shall step down as the Chief

Executive Officer of the Corporation and as mutually agreed between the

Corporation and the Executive, such Employment Agreement shall be amended;



                  WHEREAS, the Corporation has determined that is in the best

interests of the Corporation and its shareholders for Executive to continue to

be employed with the Corporation as the Executive Chairman of the Board;



                  WHEREAS, the Corporation desires to amend the Employment

Agreement to provide certain benefits to the Executive as the Executive Chairman

of the Board;



                  NOW THEREFORE, in consideration of the mutual promises and

covenants herein contained, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree to the following terms and conditions:





ARTICLE I.    Term and Duties



         Section 1.1 Term. This Agreement shall become effective October 1, 2006

and shall continue for a period of one year. Thereafter, if not terminated

earlier pursuant to the terms of this Agreement, the term of this Agreement

shall be extended so that at each and every remaining moment of time thereafter,

the remaining term of this Agreement shall be one year.



         Section 1.2 Duties. During the term of this Agreement, Executive shall

serve as the Executive Chairman of the Corporation. The Executive shall perform

such duties as are reasonable, customary for an individual holding such office

to perform, and such other duties as are set forth in the Bylaws of the

Corporation or as may be agreed to from time to time by Executive.



ARTICLE II.   Compensation



         Section 2.1  Basic Compensation



         (a) During the term of this Agreement, the Corporation shall continue

to pay to the Executive an annual base salary (which shall accrue

proportionately from day to day) of $625,000 payable in accordance with the

Corporation's usual payroll practices with respect to officers of the

Corporation. The Executive's base annual salary payable pursuant to this Section

2.1 (including any increases thereof pursuant to Section 2.1(b)) is hereinafter

referred to as the Executive's "Basic Compensation." In the event the Board of

Directors of the Corporation requests the Executive to serve as an officer or

director of a subsidiary, the Executive shall do so without additional

compensation.



         (b) The Corporation and the Executive acknowledge that the Board of

Directors of the Corporation (or a duly authorized committee of the Board)

shall, from time to time, but no less frequently than approximately annually,

review the Executive's Basic Compensation and may increase (but in no event

decrease) such compensation by such amounts as the Board (or the authorized

committee) deems proper. The criteria which the Board (or the authorized

committee) may take into consideration in providing for any such increases are

the basic compensation payable to the individuals holding like offices of

comparable companies, the Executive's ability and performance, the success

achieved by the Corporation, the total economic return to the Corporation's

shareholders, increases in the cost of living, and such other criteria as the

Board (or the authorized committee) may deem relevant.



         Section 2.2  Loan.



                  Pursuant to the Employment Agreement, the Corporation made two

loans to the Executive. One loan is in the amount of $2 million and a second

loan is in the amount of $4 million. Both of these loans shall continue in

effect and continue to be governed by the original terms of such loans outlined

in Section 2.6 (a) and (b) of the Employment Agreement.



                  No payments by the Executive on the loans shall come due while

the Executive remains employed by the Corporation. Unless Section 3.3(a)(ii)(5)

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