AMENDMENT TO
CONSULTING AGREEMENT
FIRST AMENDMENT dated December 17, 1997 to Consulting Agreement, dated
as of October 1, 1994, between First Gibraltar (Parent) Holdings Inc. (now
known as Trans Network Insurance Services Inc.) and ▇▇▇▇▇▇ ▇. ▇▇▇▇ (the
"Consultant").
WHEREAS, the parties entered into a Consulting Agreement dated as of
October 1, 1994 (the "Consulting Agreement"); and
WHEREAS, Trans Network Insurance Services Inc. has heretofor transferred
and assigned all of its rights and obligations under the Consulting Agreement
to First Nationwide Management Corp.; and
WHEREAS, the parties wish to make certain amendments to the Employment
Agreement.
NOW THEREFORE, the parties agree as follows:
1. Section 3 is hereby amended by deleting "October 1, 1994 through
December 31, 1997" and inserting in lieu thereof "January 1, 1998 through
December 31, 2000".
2. Section 4(a) is hereby amended by deleting clause (ii)(A), (B) and
(C) thereof and inserting in lieu thereof the following:
"(ii) for the three calendar years beginning January 1, 1998
an annual consulting fee as follows: (A) $2,000,000 for the
year ended December 31, 1998, (B) $2,200,000 for the year
ended December 31, 1999 and (C) $2,400,000 for the year ended
December 31, 2000 (or for any year such greater amount as may be
approved by the Company's Board of Directors from time to time)."
4. The parties agree that expect as expressly
amended hereby, the Agreement as amended hereby shall be in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
FIRST NATIONWIDE MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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