October 31, 2012 Robert D. Yeary

Exhibit 2.1.4

October 31, 2012

Xxxxxx X. Xxxxx

0000 Xxxxxxxxxx Xxxxx

Xxxx Xxxxx, XX 00000

The Xxxxx Family Trust D

0000 Xxxxxxxxxx Xxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxx, Trustee

Dear Xxxxxx and The Xxxxx Family Trust D:

I am writing in connection with the Stock Purchase Agreement dated August 31, 2012 by and among Xxxxxx Investment Management Corp. (“WIMC”), Reverse Mortgage Solutions, Inc., JAM Special Opportunities Fund, L.P., and the other stockholders that are a party thereto (as amended or modified, the “Agreement”). Unless otherwise set forth in this letter, capitalized terms shall have the meanings ascribed to them in the Agreement.

This letter will confirm the following understandings between WIMC and you:

1. Fifty percent (50%) of the Cash Consideration that will become payable to Xxxxxx X. Xxxxx at Closing shall instead be paid to The Xxxxx Family Trust D at Closing.

2. Fifty percent (50%) of the Stock Consideration that will become payable to Xxxxxx X. Xxxxx at Closing shall instead be paid to The Xxxxx Family Trust D at Closing.

3. For all purposes of the Agreement and any Transaction Document, The Xxxxx Family Trust D shall be an “Other Stockholder Seller” and a “Special Seller” and shall have all of the rights and obligations of an “Other Stockholder Seller” and a “Special Seller” under the Agreement and any Transaction Document.

All other terms, conditions, provisions and references of and to the Agreement not addressed herein shall remain in full force and effect and shall not be altered by any provisions herein contained.

If the foregoing accurately reflects your understanding of the matters described, please acknowledge your agreement below and return the signed agreement to me.

Very truly yours,

XXXXXX INVESTMENT MANAGEMENT CORP.

By:		Xxxxxx X. Xxxx
		V.P., General Counsel and Secretary

The foregoing is agreed to as of the date first written above.

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XXXXXX X. XXXXX

THE XXXXX FAMILY TRUST D

By:

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