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                                                                Exhibit 10(a)(i)


                     FIRST AMENDMENT TO RESIDENTIAL MORTGAGE
                     LOAN PURCHASE AND WARRANTIES AGREEMENT


         THIS FIRST AMENDMENT TO RESIDENTIAL MORTGAGE LOAN PURCHASE AND
WARRANTIES AGREEMENT ("First Amendment") is made and entered into effective as
of the 2nd day of June, 1998, by and between PEOPLE'S BANK OF CALIFORNIA, a
federal savings bank ("Seller"), and PEOPLE'S PREFERRED CAPITAL CORPORATION, a
Maryland corporation ("Purchaser"), with reference the following recitals:

                                 R E C I T A L S

         A. Seller and Purchaser entered into that certain Residential Mortgage
Loan Purchase and Warranties Agreement dated as of October 3, 1997 (the
"Agreement"), whereby Seller agreed to sell and Purchaser agreed to buy Mortgage
Loans (as defined in the Agreement) from Seller from time to time. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Agreement.

         B. The Agreement provides that the Mortgage Loans sold to Purchaser
would be serviced by Temple-Inland Mortgage Corporation ("Temple") as Servicer.
The parties now desire to amend the Agreement to provide that some of the
Mortgage Loans shall be serviced by Seller.

         NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual covenants and agreements of the parties, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby conclusively
acknowledged, Seller and Purchaser agree as follows:

         1. With respect to all Mortgage Loans Seller sold to Purchaser on June
2, 1998, November 23, 1998, and February 23, 1999, pursuant to Commitment
Letters of same dates, respectively, Seller shall be deemed to be the Servicer
and shall service such Mortgage Loans in accordance with Paragraph 3
hereinbelow.

         2. With respect to all Mortgage Loans that Seller may from time to time
sell to Purchaser pursuant to the Agreement after February 23, 1999, the
Servicer shall mean either Seller or Temple, as shall be designated in the
Commitment Letter for such purchase and sale.

         3. Notwithstanding anything to the contrary in the Agreement, for those
Mortgage Loans Seller sold to Purchaser as set forth in Paragraph 1 hereinabove
and for those Mortgage Loans that Seller may hereafter sell to Purchaser and for
which Seller shall be designated as the Servicer as set forth in Paragraph 2
hereinabove, such Mortgage Loans shall be serviced by Seller consistent with the
terms of that certain Commercial Servicing Agreement by and between Seller and
Purchaser dated as of October 3, 1997, a copy of which is attached hereto as
Exhibit "A", as shall be applicable to residential Mortgage Loans; provided,
however, that with respect to Mortgage Loans to be serviced by Seller as
provided in this First Amendment, the


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following terms in such Commercial Servicing Agreement shall have the meanings
set forth below:

                  a. "Mortgage Loan" shall mean a "Mortgage Loan" as defined in
the Agreement.

                  b. "Servicing Fee Rate" shall mean with respect to an
Adjustable Rate Mortgage Loan, 0.375% per annum and with respect to fixed rate
and balloon Mortgage Loans, 0.25% per annum.

                  c. "Mortgage File" shall mean the description of "Mortgage
File" set forth in Exhibit "A" to the Agreement.

         4. Except as expressly modified in this First Amendment, the terms and
conditions of the Agreement shall remain unchanged and in full force and effect.



















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         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment effective as of the day and year first above written.


                            "SELLER"
                            PEOPLE'S BANK OF CALIFORNIA, a federal savings bank


                            By: /s/ J. Michael Holmes
                                --------------------------------------------
                            Its: EXEC. V.P. & C.F.O
                                 -------------------------------------------


                            By: /s/ Rudolf P. Guenzel
                                --------------------------------------------
                            Its:  President & CEO
                                 -------------------------------------------


                            "PURCHASER"

                            PEOPLE'S PREFERRED CAPITAL CORPORATION,
                            a Maryland corporation


                            By: /s/ J. Michael Holmes
                                --------------------------------------------
                            Its: EXEC. V.P. & C.F.O
                                 -------------------------------------------