(A) Kleiner, Bell & Co. shall be included in said firms making said simultaneous offer to purchase from said Columbia shareholders said Debentures and said Warrants unless, in lieu of Kleiner, Bell & Co., some other investment banking firm is expressly approved, on behalf of said undersigned Columbia shareholders, as a substitute for Kleiner, Bell & Co. for such purchase by the designated representatives of said undersigned Columbia shareholders as specified in subsection (G) of section (13) hereof.

(B) Neither Columbia nor any Columbia shareholder shall have any obligation for the costs and expenses, if any, of obtainng and making said offer to acquire said Debentures and Warrants.

(C) Said offering shall be made for a unit consisting of (i) Fifteen Dollars ($15.00) principal amount of said Debentures, and (ii) one of said Warrants, hereinafter called "said Unit", to be receivable under said Exchange Offer for a single share of Columbia Guarantee Stock tendered pursuant to said Exchange Offer.

(D) For each of said Units, said investment banking firm or firms, making said offer shall offer to pay Fourteen Dollars ($14.00) net to the selling former Columbia shareholders.

(E) Said offer to acquire said Debentures and Warrants shall be for a period commencing with the making of said Exchange Offer to all Columbia shareholders of said Guarantee Stock and shall expire on a date specified by said offering investment banking firm, or firms; provided, however, that, in any event, said offer shall remain open for a period of not less than fifteen (15) business days. (F) Said offer to acquire said Debentures and warrants shall be on a "whenissued" basis and subject to the consummation of said Exchange Offer. Once said offer shall be accepted by a Columbia shareholder as to any of said Units to be received by him as of the Effective Date of said Exchange, such acceptance shall be irrevocable. If, however, for any reason said Exchange Offer is not consummated, the obligations of both the offering investment banking firm, or firms, and the obligations of the accepting Columbia shareholders shall terminate and be of no further force and effect.

(G) Said offer shall be limited to a maximum of one hundred fifty thousand (150,000) of said Units or an aggergate of Two Million One Hundred Thousand Dollars ($2,100,000.00) for Two Million Two Hundred Fifty Thousnd Dollars ($2,250,000.00) principal amount of said Debentures and one hundred fifty thousand (150,000) of said Warrants. In the event said offer is accepted by holders of shares of said Guarantee Stock, which in total would be the equivalent of in excess of one hundred fifty thousand (150,000) of said Units, the purchase of said one hundred fifty thousand (150,000) Units shall be made on a pro rata basis from all of said accepting Columbia shareholders; provided, however, that in making such pro rata purchases the purchasing investment banking firm, or firms, shall be obligated to only purchase said Units of said Debentures in multiples of One Hundred Dollars ($100.00), together with the appropriate number of said Warrants to be attached thereto. Said purchasing investment banking firm, or firms, may, however, at their option, elect to purchase all of the Units so tendered.

(H) Said offer to purchase said Debentures and said Warrants, as set forth herein, shall not be applicable to any Columbia Guarantee Stock owned, directly or indirectly, of record, or beneficially, by the undersigned Columbia shareholders. Each of the undersigned Columbia shareholders expressly agrees that he shall not accept said offer to acquire said Debentures and Warrants to be received by him upon the exchange of any of his Columbia Guarantee Stock pursuant to such Exchange Offer.

(I) Any Columbia shareholder accepting said offer from said investment banking firm, or firms, shall do so by delivering to Kleiner, Bell & Co. (unless some other firm has been expressly approved in lieu of Kleiner, Bell & Co. as provided for in subsection (A) of this section (8)) said Columbia shareholder's shares of said Guarantee Stock, together with the properly executed transmitted letter and stock powers as provided for in section (2) above.

(J) Said offer shall be in such form as shall reasonably designated by said offering investment banking firm, or firms, including appropriate provisions so as to allow for equitable prorations and adjustments in accordance with subsection (G) of this section (8) above, so long as the terms and conditions of said offer shall substantially include all of the material substantive provisions set forth in this section (8).

(9) National's Obligations Prior to Said Effective Date of Said Exchange. National, from the date hereof and prior to said Effective Date of said Exchange:

(A) Shall do and perform all matters, steps and actions required with respect to the creation of said issue of said Debentures and said issue of said Warrants; (B) Shall apply for the listing on the New York Stock Exchange, subject to official notice of issuance, of the National shares issuable upon exercise of said Warrants and shall use its best efforts to cause such shares to be so listed on or prior to said Effective Date of said Exchange;

(C) Shall do and perform all matters, steps and actioins required to submit this Agreement and the making of said Exchange Offer to National's board of directors for its consideration;

(D) Shall do and perform all matters, steps and actions required to submit the making of said Exchange Offer to National's shareholders for their consideration;

(E) On or before sixty (60) days from the date hereof, shall file an application with the California Corporation Commissioner for a permit to make said Exchange Offer and to issue said Debentures and said Warrants pursuant thereto and shall use its best efforts to have such permit issued;

(F) On or before sixty (60) days from the date hereof, shall file a registration statement under the Securities Act of 1933 in connection with said Exchange Offer and use its best efforts to have said registration statement declared effective as soon thereafter as possible; and

(G) Shall file said Indenture pursuant to which said Debentures are to be issued with the Securities and Exchange Commission pursuant to the requirements of the Trust Indenture Act of 1939 and use its best efforts to have said Indenture qualified under said Act.

(10) Conditions to Obligations of National.

National's obligations under this Agreement and its obligations under said Exchange Offer when made and its obligations to consummate said Exchange Offer is so made are expressly subject to the following terms and conditions:

(A) The board of directors of National shall have approved this Agreement on or before February 20, 1964;

(B) The shareholders of National shall have approved the making of said Exchange Offer by National by the affirmative vote of the holders of at least in excess of fifty percent (50%) of the outstanding stock entitled to vote at a special meeting of National shareholders to be called for such purpose;

(C) All the terms, covenants and conditions of this Agreement to be satisfied and complied with, and/or performed by said undersigned Columbia shareholders at or before said Effective Date of said Exchange shall have been duly complied with and performed and/or satisfied as provided for herein;

(D) From and after the date hereof and as of said Effective Date of said Exchange, the representations and warranties made by said undersigned Columbia shareholders shall be substantially true and correct, with the same force and effect as though said representations and warranties had been made at such later dates and there shall have been no changes in the business, properties, assets, operations or financial condition of Columbia since the dates of said Exhibits "C" and "D" which would have a materially adverse effect thereon;

(E) National shall have received a permit or permits from the California Commissioner of Corporations and from any other similar state governmental agency, the permits of which National shall reasonably deem to be required to consummate said Exchange Offer, authorizing and permitting said Exchange Offer to be made and the issuance and delivery of said Debentures and said Warrants pursuant thereto;

(F) Said Indenture pursuant to which said Debentures are to be issued shall have been duly and properly qualified under the Trust Indenture Act of 1939; (G) Said Registration Statement pursuant to which said Exchange Offer is to be made shall have been declared effective by the Securities and Exchange Commission under the Securities Act of 1933;

(H) The shares of National to be reserved for issuance upon exercise of said Warrants shall have been duly and properly listed, subject to official notice of issuance, upon the New York Stock Exchange;

(I) National shall have received said consent, if any, to the making of said Exchange Offer from Metropolitan Life Insurance Company as the holder of National's Twenty-Year Sinking Fund Debentures due April 1, 1966;

(J) At least eighty per cent (80%) of the Columbia Guarantee Stock shall have been tendered for exchange pursuant to said Exchange Offer as provided for in subsection (B) of section (2) above; provided, however, that National may, as provided for in said subsection above, at its option, elect to accept a lesser number of shares of said Guarantee Stock and to consumate said Exchange Offer as to said lesser number;

(K) As a condition to National's obligation to accept any particular share of Columbia Guarantee Stock tendered pursuant to said Exchange Offer, National shall first have received an opinion of Hindin, Sterling, McKittrick & Powsner, Counsel for National, dated as of said Effective Date of said Exchange, to the effect that said shares have been duly and properly tendered pursuant to said Exchange Offer and said letters of acceptance and transmittal and said irrevocable stock power in connection therewith have been properly executed, with signatures properly guaranteed, so as to permit the transfer of said Columbia Guarantee Stock following said Effective Date of said Exchange into the name of National or its designated nominees.

(11) Conditions to the Obligations of Said Undersigned Columbia Shareholders. The obligations of said undersigned Columbia shareholders under this Agreement to accept said Exchange Offer and to tender their shares of Columbia Guarantee Stock pursuant thereto, as otherwise provided for in this Agreement, are expressly subject to the following conditions:

(A) All the terms, covenants and conditions of this Agreement to be complied with and performed by National, at or before the date upon which said Columbia Guarantee Stock of said undersigned Columbia shareholders is to be tendered pursuant to said Exchange Offer, as provided for above, shall have been duly complied with and performed and/or satisfied;

(B) Commencing contemporaneously with said Exchange Offer, there shall have been made the offering to Columbia shareholders to acquire said Units of National Debentures and Warrants to be issued in exchange for said Columbia Guarantee Stock as provided for in section (8) above;

(C) The conditions set forth in subsections (A), (B), (E), (F), (G), (H) and (I) of section (10) above shall have been satisfied; and

(D) The representations and warranties made by National shall be substantially true and correct, with the same force and effect as though said representations and warranties had been made at such later dates and there shall have been no changes in the business, properties, assets, operations or financial condition of National since the dates of the 1963 Annual Report which would have a materially adverse effect thereon.

(12) Listing of Warrants and Debentures.

Promptly following said Effective Date of said Exchange, National shall apply for the listing of said Debentures and said Warrants on a national exchange or exchanges and shall use its best efforts to have said Debentures and said Warrants listed on one or more national exchanges.

(13) Miscellaneous.

(A) The warranties, representations and agreements contained in this Agreement shall survive said Effective Date of said Exchange and the consummation of the transaction contemplated hereby.

(B) The parties warrant to each other than they have incurred no obligation for finder's fees or broker's commissions which would or could constitute an obligation of the other, and each agrees to hold the other free and harmless from any and all claims of finder's fees or brokerage commissions, other than the fees and/or commissions, if any, payable to certain investment banking firms pursuant to section (8) hereof, the payment of which fees shall be an obligation of National.

(C) If the transactions contemplated by this Agreement shall not be consumated, other than because of the default or breach of a party hereunder, the parties shall each bear their own expenses in connection with the making of and preparing to perform under this Agreement but nothing herein shall limit the liability of a party or parties to the other or others for default or breach. (D) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns.

(E) Any notice, approval or other document to be given by or to one of the parties shall be in writing, and, except as a party may from time to time notify

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the others, may be given by and to counsel of said parties, hereinbelow named, by registered or certified mail, return receipt requested, postage prepaid, as follows:

Hindin, Sterling, McKittrick & Powsner, 400 South Beverly Drive, Suite 410, Beverly Hills, California, Counsel for National.

McKenna & Fitting, 139 North Broadway, Suite 440, Los Angeles 12, California, Counsel for said Undersigned Columbia Shareholders.

(F) This Agreement contains the entire agreement as of the date hereof between the parties hereto with respect to the transactions contemplated herein and, except as herein expressly set forth, no representations or warranties have been made by any of the parties hereto or their officers, directors, stockholders, employees, agents or counsel to the other in connection with this Agreement.

(G) A party to this Agreement may, by written notice to the other party concerned, extend the time for performance of any obligation or act of another party, waive any inaccuracy of the warranties or representations of such other party contained in this Agreement or in any document delivered pursuant to this Agreement or contemplated thereby, and waive compliance with any of the covenants of such other party contained in this Agreement. Any such extension or waiver on the part of a party shall be validly and sufficiently authorized for the purposes of this Agreement if expressly given in writing and, if given by a corporate party hereto if given by the President or a Vice President of such corporate party.

For the purposes of this subsection (G) of this section (13) and for the purposes of section (2) and subsection (A) of section (8), above, Messrs. Nathan Kates, Abraham Spiegel and Samuel H. Sherman are hereby irrevocably appointed as the representatives of said Columbia shareholders and such representatives are hereby given full power and authority to act on behalf of such undersigned Columbia shareholders and their actions, pursuant hereto, shall be binding upon said undersigned Columbia shareholders in the same manner as if each and every one of said undersigned Columbia shareholders had taken such action himself.

(H) Following consummation of said Exchange Offer, the transfer taxes, if any, attributable to the transfer of said shares of Columbia Guarantee Stock into the record name of National or its nominee shall be paid by National. Likewise, National shall pay any original issue tax, if any, attributable to the issue of said Debentures and said Warrants. The individual Columbia shareholder concerned shall, however, be responsible for any transfer taxes attributable to a transfer of said Guarantee Stock in advance of said exchange and to a transfer of said Debentures or said Warrants after said exchange.

(I) In the event any action or proceeding is brought by a party hereto or account of any default or breach of any provision of this Agreement, any judgment entered therein shall include a reasonable attorney's fees to the prevailing party in an amount to be determined by the trial court.

(J) In this Agreement, the use of the masculine pronoun "he" shall be deemed to include both masculine and feminine and to also include any corporate partnership or other legal entity and shall be deemed to include the plural as well as the singular.

(K) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, but such counterparts together shall constitute but one and the same instrument. (L) Neither the undersigned Columbia shareohlders nor National shall be liable for failure to issue any securities in accordance with the provisions of this Agreement unless and until the further permit authorizing the sale and issuance of such securities has first been granted by the Commissioner of Corporations of the State of California.

(M) The Commissioner of Corporations of the State of California has made no finding or determination in relation to the fairness of the negotiation or agreements permitted by negotiating permits granted by said Commissioner to the undersigned Columbia shareholders and National, and said negotiating permits are permissive only and do not constitute a recommendation or endorsement of the securities permitted to be offered and should not be understood as an indication that such finding or determination of fairness will be made or that a definitive permit authorizing sale or issuance of securities, if applied for, will be granted.