Amended And Restated Change In Control Agreement

Exhibit 10.3

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the " Agreement" ) is between Aames Financial Corporation, a Delaware corporation (the " Company" ), and Ronald J. Nicolas, Jr. (the " Executive" ). This Agreement amends and restates that certain Change in Control Agreement between the Company and Executive dated as of April 23, 2001, and shall become effective (the " Effective Date" ) as of the 18th day of September , 2003 .

In consideration of the mutual agreements set forth below, the parties agree as follows: AGREEMENT I.

Definitions . For the purpose of this Agreement only:


A. "Base Salary" shall mean the annual salary at the time of termination of Executive's employment which is paid by the Company to the Executive in installments twice each calendar month.


B. " Cause" shall mean a finding by the Company that the Executive: (1) shall have been determined by a court of law to have committed any felony; (2) shall have been arrested or indicted for violation of any criminal statute constituting a felony, provided the Board of Directors of the Company reasonably determines that the continuation of the Executive' s employment after such event would have an adverse impact on the operation or reputation of the Company or its affiliates ( ...