Consulting Agreement

CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT is entered into as of November 1, 1993 between ROBERT M. DE KRUIF ("Consultant") and H. F. AHMANSON & COMPANY, a Delaware corporation (the "Company"). In consideration of the mutual covenants set forth herein, the parties agree as follows:


1. ENGAGEMENT. The Company hereby engages Consultant, and Consultant hereby accepts engagement, as a consultant to the Company for a term from the date hereof through October 31, 1994.


2. DUTIES. Consultant shall provide the Company with professional services regarding the matters listed on Exhibit A attached hereto. Consultant shall also provide consultation and advice to the Company and its subsidiaries on such matters regarding government affairs as the Chief Executive Officer or the General Counsel of the Company may from time to time request in writing.


a. REPORTING. Consultant shall report to and be subject to the supervision and control of the Chief Executive Officer of the Company or any person designated by the Chief Executive Officer and shall provide such officer, at such times and in such form and detail as such officer shall require, with reports of his performance and accomplishments and of developments and progress in the matters and projects which he undertakes pursuant to this agreement. Consultant shall meet with the Chief Executive Officer of the Company or his designee


at least monthly with respect to all consulting services provided by Consultant to the Company hereunder.


b. COMPLIANCE. In performing services for the Company pursuant to this agreement, Consultant shall use his best efforts to cause the Company to comply with all applicable laws and regulations.


3. COMPENSATION. During the term of this agreement the Company shall pay to Consultant as compensation in full for his services hereunder a monthly retainer of $8,333.33, payable at the end of each month. For purposes of Section 1 of the Employment Agreement between the Company and Consultant dated March 1, 1975, as amended, the monthly retainer payments specified in the foregoing sentence shall not be considered "direct compensation paid to Executive" [as defined in the Employment Agreement] by the Company and, therefore, shall not be aggregated in determining whether Executive has rec ...