401(K) Savings And Investment Plan

EXHIBIT 10.18(D)


CONSOLIDATION TRANSACTION AMENDMENT
TO THE
THOMSON ADVISORY GROUP
401(k) SAVINGS AND INVESTMENT PLAN


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WHEREAS, Thomson Advisory Group L.P. (the "Partnership") has changed its name to PIMCO Advisors L.P. and has consolidated its business with certain investment advisory businesses of Pacific Financial Asset Management Corporation; and


WHEREAS, it is expected that there may be a reduction in staff as a result of such consolidation;


Now, Therefore, Be It Resolved that the Thomson Advisory Group 401(k) Savings and Investment Plan (the "Plan") be amended to provide that the interest in such Plan of any employee of the Partnership's administrative and mutual fund division at November 16, 1994 whose employment terminated within twelve months of November 16, 1994 by reason of an Involuntary Termination (as defined in Exhibit A hereto), death or disability, shall be fully vested for all purposes of such Plan.


NBS/lk Attach 2/6/95


EXHIBIT A


For purposes hereof, "Involuntary Termination" shall mean the termination of the relevant employee's employment by his or her employer or a Constructive Termination, as defined below (but excluding a termination of the relevant employee's employment For Cause, as defined below).


For purposes hereof, "Constructive Termination" shall mean the voluntary termination by the relevant employee of his or her employment within three months after (i) his or her employer (A) reduces the relevant employee's base salary below the level in effect at July 11, 1994, or (B) reduces the relevant employee's aggregate compensation level (i.e., base salary and bonuses) more than 20% below the annualized aggregate compensation of the relevant employee for the first six-months of calendar year 1994 (the "1994 Annualized Compensation"), unless the Constructive Termination Committee of the Partnership determines in good faith that a reduction in the relevant employee's aggregate compensation to a level more than 20% below the relevant employee's 1994 Annualized Compensation is warranted by reason of a decline in business or other relevant business factors, (ii) there is a material diminution or adverse modification in the relevant employee's title, employment status, overall position or general working environment (including, without limitation, secretarial ...