MANAGEMENT CONTINUITY AGREEMENT
This Management Continuity Agreement (the "Agreement") is made and entered into effective as of May 15,
2000 (the "Effective Date"), by and among Gwyneth E. Colburn (the "Executive"), Fremont General Corporation
("Fremont"), and Fremont Investment & Loan, a wholly-owned subsidiary of Fremont ("FIL" and collectively
with Fremont the "Company").
R E C I T A L S
A. It is expected that the Company from time to time will consider the possibility of an acquisition by another
company or other significant Company event. The Board of Directors of the Company (the "Board") recognizes
that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative
employment opportunities. The Board is determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Company Event (as defined below).
B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Executive
with an incentive to continue her employment and to motivate the Executive to maximize the value of the
Company upon a Company Event for the benefit of its stockholders.
C. The Board believes that it is imperative to provide the Executive with certain benefits upon a Company Event
and, under certain circumstances, upon termination of the Executive's employment in connection with a Company
Event, which benefits are intended to provide the Executive with financial security and provide sufficient incentive
and encouragement to the Executive to remain with the Company notwithstanding the possibility of a Company
D. To accomplish the foregoing objectives, the Board has directed the Company, upon execution of this
Agreement by the Executive, to agree to the terms provided herein.
E. Certain capitalized terms used in the Agreement are defined in Section 8