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EXHIBIT 5
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
effective the 26th day of March, 1998, between STEPHEN L. STEPHANO ("Employee"),
and McM CORPORATION ("McM"), OCCIDENTAL FIRE & CASUALTY COMPANY OF NORTH
CAROLINA, and WILSHIRE INSURANCE COMPANY (the three companies collectively being
the "Employer" or the "McM Group").
W I T N E S S E T H:
WHEREAS, the Employee and the Employer have entered an Employment
Agreement dated as of February 1, 1993, and amended September 1, 1993, March 16,
1995, and August 6, 1996 (collectively, the "Agreement"); and
WHEREAS, the Employee and Employer wish to amend the Agreement in
certain respects and agree that the mutual promises set forth in this Amendment
are full and valid consideration therefor.
NOW THEREFORE, the parties hereto agree as follows:
1. Term of Employment. Paragraph 2 of the Agreement is hereby deleted
in its entirety and in its place is inserted the following:
2. Term. The term of this Agreement shall automatically renew on
a daily rolling basis and continue until two years from the
date the Employer delivers to the Employee written notice of
non-renewal.
2. Relocation of Employer. In the event Employer shall require Employee
to relocate his office more than fifty (50) miles from its present location at
702 Oberlin Road, Raleigh, North Carolina, and Employee terminates his
employment hereunder as a result of such required relocation, Employee shall
receive the lump sum provided for in paragraph 8 hereof (Termination By Employer
Without Cause), the lump sum to be calculated in the manner provided for in such
paragraph.
3. Ratification. Except as modified in this Amendment, the Agreement,
as amended, is ratified and confirmed in all respects.
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IN WITNESS WHEREOF, Employer, by action approved and directed by its
Boards of Directors and Employee, on his own behalf, have executed this
Amendment as of the day and year first above written.
EMPLOYEE:
/s/ Stephen L. Stephano (Seal)
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Stephen L. Stephano
EMPLOYER:
Attest: McM CORPORATION, a North Carolina
corporation
/s/ Michael D. Blinson
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Corporate Secretary By: /s/ George E. King
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Its: Chairman
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[Corporate Seal]
OCCIDENTAL FIRE & CASUALTY
COMPANY OF NORTH CAROLINA, a North
Attest: Carolina corporation
/s/ Michael D. Blinson
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Corporate Secretary By: /s/ George E. King
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Its: Chairman
[Corporate Seal] --------------------------------
WILSHIRE INSURANCE COMPANY, a North
Attest: Carolina corporation
/s/ Michael D. Blinson
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Corporate Secretary By: /s/ George E. King
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Its: Chairman
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[Corporate Seal]