This Employment Agreement (the "Agreement"), which is made and entered into effective as of February 25,
2000 (the "Effective Date"), by and between Louis J. Rampino (the "Executive") and Fremont General
Corporation (the "Company"), amends and supercedes that Employment Agreement entered into February 8,
1996 (the "Effective Date") and extended as of February 8, 1999 (the "Extension Date").
R E C I T A L S
A. The Company and the Executive desire to enter into this Agreement in order to provide additional financial
security and benefits to the Executive in recognition of past services and to encourage Executive to continue
employment with the Company.
B. To accomplish the foregoing objectives, the Board of Directors of the Company (the "Board") has directed
the Company, upon execution of this Agreement by the Executive, to agree to the terms provided herein.
C. Certain capitalized terms used in the Agreement are defined in Section 7 below.
In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of
Executive by the Company, the parties agree as follows:
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION. The Company shall employ the Executive in the position of President and Chief Operating
Officer, with such duties, responsibilities and compensation as in effect as of the Effective Date; provided,
however, that the Board shall have the right to revise such responsibilities and compensation from time to time as
the Board may deem necessary or appropriate. If any such revision constitutes "Involuntary Termination" (as
defined in Section 7(d)), the Executive shall be entitled to benefits upon such Involuntary Termination as provided
under this Agreement.
(b) OBLIGATIONS. The Executive shall devote his full business efforts and time to the Company and its
subsidiaries. The foregoing, however, shall not preclude the Executive from engaging in such activities and
services as do not interfere or conflict with his respon