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                                                                   EXHIBIT 10.22

                         FORM OF FIRST AMENDMENT TO THE
                         MANAGEMENT CONSULTING AGREEMENT

     This FIRST AMENDMENT TO THE MANAGEMENT CONSULTING AGREEMENT, dated as of
________, 2002 (this "First Amendment"), is by and among TJC Management
Corporation, a Delaware corporation (the "Consultant"), Safety Insurance Group,
Inc. (formerly Safety Holdings, Inc.), a Delaware corporation ("Holdings"), and
its direct and indirect subsidiaries (collectively, the "Company").

                                   WITNESSETH:

     WHEREAS, the Management Consulting Agreement, dated October 16, 2001 (the
"Consulting Agreement") was entered into by and among the Consultant and
Holdings; and

     WHEREAS, Section 10.a. of the Consulting Agreement provides that the
Consultant and the Company may amend the Consulting Agreement by an instrument
in writing signed by the Consultant and the Company.

     NOW, THEREFORE, in consideration of the mutual agreements set forth below
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

     1.   CERTAIN DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Consulting
Agreement.

     2.   SECTION 1. Section 1 of the Consulting Agreement is hereby amended to
read in its entirety as follows:

          1.   The term of this Agreement shall commence on the date hereof and
     continue until December 31, 2011, unless extended, or sooner terminated, as
     provided in SECTION 5 below. In conjunction with any Transaction (as
     defined below) or financing set forth in (i) and/or (ii) of Section 2.b.
     below, the Consultant's personnel shall be reasonably available to the
     Company's managers, auditors and other personnel for consultation and
     advice, subject to the Consultant's reasonable convenience and scheduling.
     Services may be rendered at the Consultant's offices or at such other
     locations selected by the Consultant as the Company and the Consultant
     shall from time to time agree.

     3.   SECTION 2.a. The text of Section 2.a. of the Consulting Agreement
shall be deleted in its entirety and replaced with the words "Intentionally
Omitted."

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     4.   SECTION 2.b. Section 2.b. of the Consulting Agreement is hereby
amended to read in its entirety as follows:

          b. Holdings shall pay to the Consultant: (i) an investment banking and
     sponsorship fee of up to two percent (2%) of the aggregate consideration
     paid (including assumed or refinanced indebtedness, non-competition,
     earnout, contingent purchase price, incentive arrangements and similar
     payments) (A) by the Company in connection with the acquisition by the
     Company with the assistance of the Consultant of all or substantially all
     of the outstanding capital stock, warrants, options or other rights to
     acquire or sell capital stock, or all or substantially all of the business
     or assets of another individual, corporation, partnership or other business
     entity or (B) to the Company or its stockholders in connection with the
     sale by the Company or its stockholders with the assistance of the
     Consultant of all or substantially all of the Company's outstanding capital
     stock, warrants, options, or other rights to acquire or sell stock, or all
     or substantially all of the business or assets of the Company or one of its
     subsidiaries (each of the transactions described in clauses (A) and (B), a
     "Transaction"), including, but not limited to, any Transaction negotiated
     for the Company involving any affiliate of the Company or the Consultant,
     including, but not limited to, any Transaction involving The Jordan
     Company, LLC, Jordan/Zalaznick Capital Company or any affiliates of any of
     the foregoing (collectively, the "Jordan Affiliates"); and (ii) a financial
     consulting fee of up to one percent (1%) of the amount obtained or made
     available pursuant to any debt, equity or other financing (including
     without limitation, any refinancing) by the Company with the assistance of
     the Consultant, including, but not limited to, any financing obtained for
     the Company from one or more of the Jordan Affiliates, PROVIDED, that in no
     event shall a fee be payable under this SECTION 2(b)(ii) hereunder (x) with
     respect to borrowings under the Senior Secured Revolving Credit Facility,
     dated _______, 2002 by and between Thomas Black Corporation, Fleet National
     Bank (the "New Credit Facility"), (y) with respect to the Offering (as
     defined below) or (z) with respect to financings referred to in this
     SECTION 2(b)(ii) made in connection with the consummation of a Transaction.
     In addition, prior to paying any fee pursuant to this paragraph (b) the
     Board of Directors of Holdings (including the disinterested directors) must
     approve the applicable Transaction or financing as in the best interests of
     the Company.

     5.   SECTION 10.a. Section 10.a. of the Consulting Agreement is hereby
amended to read in its entirety as follows:

          a. This Agreement sets forth the entire understanding of the parties
     with respect to the Consultant's rendering of services to the Company. This
     Agreement may not be modified, waived, terminated or amended except
     expressly by an instrument in writing signed by the Consultant and
     Holdings.

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     6.   SECTION 10.e. Section 10.e. of the Consulting Agreement is hereby
     amended to read in its entirety as follows:

          e. Thomas Black Corporation, RBS, Inc. and Thomas Black Insurance
     Agency, Inc. (the "Non-Insurance Subsidiaries") will be jointly and
     severally liable and obligated hereunder with respect to each obligation,
     responsibility and liability of Holdings, as if a direct obligation of the
     Non-Insurance Subsidiaries.

     7.   TERMINATION OF ANNUAL MANAGEMENT FEE. At the closing of Holdings'
initial public offering of its shares of common stock, pursuant to Holdings'
Registration Statement on Form S-1, initially filed with the Securities and
Exchange Commission on April 26, 2002 (the "Offering"), Holdings will pay the
Consultant $4.0 million in cash in consideration for Consultant's agreement to
terminate the $1.0 million annual management fee and the services rendered by
the Consultant to the Company under the Consulting Agreement prior to the
closing of the Offering.

     8.   EFFECTIVENESS. Except as modified hereby, the Consulting Agreement
shall remain in full force and effect. On and after the effectiveness of this
First Amendment, each reference in the Consulting Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import shall mean and be a
reference to the Consulting Agreement as amended by this First Amendment.

     9.   CONFIDENTIALITY. The Consultant, its employees and agents shall each
treat confidentially and hold as such all of the information concerning the
business and affairs of the Company that is not generally available to the
public and that the Consultant, its employees and/or agents obtains in
conjunction with providing consulting services and other assistance to the
Company pursuant to the Consulting Agreement and this First Amendment
("Confidential Information"). If the Consultant, its employees and/or agents are
required by law to disclose any Confidential Information, the Consultant shall
promptly notify Holdings in writing of the nature of the legal requirement and
the extent of the required disclosure, and shall cooperate with the Company to
preserve the confidentiality of such Confidential Information to the extent
possible in accordance with applicable law.

     10.  COUNTERPARTS. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date first written above.


                                      TJC MANAGEMENT CORPORATION


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      SAFETY INSURANCE GROUP, INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

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