AMERICAN SAFETY INSURANCE HOLDINGS LTD
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<U>EXHIBIT 10.3</U><BR><BR></FONT></H1>




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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>EMPLOYMENT AGREEMENT </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>BETWEEN </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>WILLIAM C. TEPE </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>AND </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>AMERICAN SAFETY
INSURANCE SERVICES, INC. </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Dated: August 29, 2007 </FONT></H1>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>EMPLOYMENT AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT
AGREEMENT (this &#147;Agreement&#148;) is made and entered into this 29th day of August,
2007, by and between American Safety Insurance Services, Inc., a Georgia corporation with
its principal executive offices located in Atlanta, Georgia (the &#147;Company&#148;), and
William C. Tepe, an individual resident of the State of Georgia (&#147;Executive&#148;),
to be effective as of the Effective Date, as defined in Section 1. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>BACKGROUND</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
currently serves as the President and Chief Financial Officer of the Company pursuant to
the terms of an employment agreement, dated November 14, 2005 by and between Executive and
the Company (the &#147;2005 Agreement&#148;). Executive and the Company desire to enter
into a new employment arrangement pursuant to the terms of this Agreement, which as of the
Effective Date supersedes and replaces the 2005 Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Effective Date</U>. The effective date of this Agreement (the &#147;Effective
          Date&#148;) is August 1, 2007. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Employment</U>. Executive is hereby employed as the President and Chief
          Executive Officer of the Company. In such capacity, Executive will have the
          duties and responsibilities commensurate with such position and as may be
          reasonably assigned to him by the Chief Executive Officer of the Company (the
          &#147;CEO&#148;). Executive&#146;s reporting responsibilities will be to the
          CEO. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Employment Period</U>. Executive&#146;s employment hereunder will begin on
          the Effective Date and end on the third anniversary of the Effective Date,
          unless extended as hereinafter provided in this Section 3 or terminated in
          accordance with the provisions of Section 7 (the &#147;Employment Period&#148;).
          As of the third anniversary of the Effective Date and on each succeeding
          anniversary of the Effective Date during the Employment Period, Executive&#146;s
          Employment Period will automatically be extended by one year so as to end on the
          next anniversary of the Effective Date, unless the Company otherwise provides
          Executive with written notice of non-renewal at least 120 days prior to the
          third anniversary of the Effective Date or, following any automatic extension,
          any succeeding anniversary of the Effective Date. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Extent of Service</U>. During the Employment Period, Executive will render
          his services to the Company (or to its successor following a Change in Control,
          as defined below) in conformity with professional standards, in a prudent and
          workmanlike manner and in a manner consistent with the obligations imposed on
          officers of corporations under applicable law. Executive will promote the
          interests of the Company and its subsidiaries and affiliated entities in
          carrying out Executive&#146;s duties and will not deliberately take any action
          that could, or fail to take any action which failure could, reasonably be
          expected to have a material adverse effect upon the business of the Company or
          any of its affiliates or any of their respective subsidiaries. Executive agrees
          to devote his business time, attention, skill and efforts exclusively to the
          faithful performance of his duties hereunder (both before and after a Change in
          Control); provided, however, that it will not be a violation of this Agreement
          for Executive to (i) devote reasonable periods of time to charitable and
          community activities and, with the approval of the Company, industry or
          professional activities, and/or (ii) manage personal investments, so long as
          such activities do not materially interfere with the performance of
          Executive&#146;s responsibilities under this Agreement. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Compensation and Benefits</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Base Salary</U>. During the Employment Period, Executive will be entitled to
          receive a base salary in the amount of $315,000.00 per year (&#147;Initial Base
          Salary&#148;), less normal withholdings, payable in equal semi-monthly
          installments or other installments (not less frequently than monthly) as are
          customary under the Company&#146;s payroll practices from time to time. The
          Compensation Committee of the Board will review Executive&#146;s then current
          Base Salary periodically, but no less frequently than annually, and in its sole
          discretion may increase Executive&#146;s Base Salary from time to time (as so
          increased, the &#147;Base Salary&#148;). The periodic review of Executive&#146;s
          salary by the Board will consider, among other things, Executive&#146;s own
          performance and the Company&#146;s performance. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Incentive and Savings Plans</U>. During the Employment Period, Executive will
          be entitled to participate in incentive and savings plans, practices, policies
          and programs applicable generally to employees of the Company. Certain executive
          programs will be made available on a selective basis at the discretion of the
          Compensation Committee of the Board. Without limiting the foregoing, the
          following will apply: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Annual Bonus</U>. Executive will have an annual bonus opportunity based on
          specific objectives established by the Compensation Committee. The annual bonus
          opportunity will be per an annual bonus plan as approved by the Compensation
          Committee. Such annual bonus shall be paid, if at all, no later than the
          15<SUP>th</SUP> day of the third month following the end of the year to which
          the annual bonus relates. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Incentive Awards</U>. On or about the Effective Date (or previously), the
          Company will make (or has made) a grant of restricted stock, stock options,
          restricted stock units, stock appreciation rights and/or similar stock-based
          awards to Executive as a long-term incentive for performance and in
          consideration for entering into this Agreement. Executive shall be entitled to
          further grants of incentive awards as determined by the Compensation Committee. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Vacation</U>. Executive will be entitled to 4 weeks of vacation during each
          fiscal year of employment hereunder. Executive agrees that he will schedule such
          vacation time so as not to materially impair the performance of Executive&#146;s
          duties hereunder. During the term, up to a maximum of forty (40) hours of unused
          vacation time to which Executive shall become entitled in any given fiscal year
          may be carried over to the immediately next succeeding fiscal year, and such
          carried-over vacation time may be used in such immediately next succeeding
          fiscal year. If such carried-over vacation time is not used within such
          immediately next succeeding fiscal year, such unused vacation time shall not
          accrue for use in any subsequent period. Subject to the foregoing sentence,
          payment shall be made for accrued and unused vacation time through the date of
          termination of this Agreement as described herein. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Welfare Benefit Plans</U>. During the Employment Period, Executive and
          Executive&#146;s family will be eligible for participation in, and will receive
          all benefits under, the welfare benefit plans, practices, policies and programs
          generally provided by the Company (including, without limitation, medical,
          prescription, dental, disability, employee life, group life, accidental death
          and travel accident insurance plans and programs), subject to the same terms
          that such benefits are made available to other senior executives of the Company
          generally. During the Employment Period, the Company will provide a supplemental
          disability plan in addition to the disability plan available to employees
          generally, which supplemental disability plan will provide Executive with
          disability benefits that, when added to the disability benefits payable under
          the general disability plan, will equal 60% of Executive&#146;s Base Salary as
          of the Disability Effective Date. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Expenses</U>. During the Employment Period, Executive will be entitled to
          receive prompt reimbursement for all reasonable expenses incurred by Executive
          in accordance with the policies, practices and procedures of the Company. In no
          event will such reimbursements be made, if at all, later than the last day of
          Executive&#146;s taxable year next following Executive&#146;s taxable year in
          which Executive incurs the expense. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Fringe Benefits</U>. During the Employment Period, Executive will be entitled
          to a car allowance of $700.00 per month payable in equal semi-monthly or other
          installments (not less frequently than monthly) as are customary under the
          Company&#146;s payroll practices from time to time. In addition, the Company
          will pay up to $15,000.00 per calendar year for a Universal Life Insurance
          Policy on Executive&#146;s life (or other instrument mutually agreed upon by
          Executive and the Company) and Executive will be entitled to such other fringe
          benefits as may be consistent with the plans, practices, programs and policies
          of the Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Change in Control</U>. For the purposes of this Agreement, a &#147;Change in
          Control&#148; means: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The acquisition by any individual, entity or group (within the meaning of
          Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
          (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or
          more of the combined voting power of the then outstanding voting securities of
          American Safety Insurance Holdings, Ltd., a Bermuda corporation
          (&#147;Parent&#148;), entitled to vote generally in the election of directors
          (the &#147;Outstanding Parent Voting Securities&#148;); provided, however, that
          for purposes of this subsection (a), the following acquisitions will not
          constitute a Change in Control: (i) any acquisition directly from the Parent to
          the extent that the Parent&#146;s board of directors expressly provides in a
          resolution approving such issuance that such securities shall not be considered
          in determining whether a Change in Control occurs, (ii) any acquisition by the
          Parent which reduces the number of Outstanding Parent Voting Securities and
          thereby results in any Person having beneficial ownership of more than 35% of
          the Outstanding Parent Voting Securities provided that such Person does not
          acquire any additional Outstanding Parent Voting Securities, (iii) any
          acquisition by any employee benefit plan (or related trust) sponsored or
          maintained by the Parent or any corporation controlled by the Parent, or (iv)
          any acquisition by any corporation pursuant to a transaction which complies with
          clauses (i) and (ii) of subsection (b) of this Section 6; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Consummation of a reorganization, merger or consolidation or sale or other
          disposition of all or substantially all of the assets of the Parent (a
          &#147;Business Combination&#148;), in each case, unless, following such Business
          Combination, (i) outstanding Parent common stock (or outstanding securities
          issued by a surviving entity in exchange therefore) constitutes more than 50% of
          the then outstanding shares of common stock and the combined voting power of the
          then outstanding voting securities entitled to vote generally in the election of
          directors, as the case may be, of the corporation resulting from such Business
          Combination, and (ii) no Person (excluding the Parent or any employee benefit
          plan (or related trust) of the Parent or such corporation resulting from such
          Business Combination) beneficially owns, directly or indirectly, 35% or more of
          the combined voting power of the then outstanding voting securities of such
          corporation except to the extent that such ownership existed prior to the
          Business Combination; or </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The election of a majority of the members of the board of directors of Parent,
          without the recommendation or approval by a majority of the existing members of
          the board of directors of Parent; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The shareholders of the Parent approve a plan of complete liquidation or
          dissolution of the Parent (other than by a reorganization, merger or
          consolidation or sale or other disposition of all or substantially all of the
          assets of the Parent); or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The failure of Parent, directly or indirectly, to own all or substantially all
          of the voting securities of the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything in this definition to the contrary, a restructuring and/or separation of any line
of business or business unit from the Parent will not of itself constitute a Change in
Control; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the avoidance of doubt, the term &#147;Person&#148; as used in this Section 6 includes the
shareholders of a corporation or other entity that is a party to a merger, consolidation
or business combination to which the Parent also is a party, including a forward or
reverse subsidiary merger pursuant to which voting securities of the Parent are issued to
such shareholders. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination of Employment</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Death, Disability or Retirement</U>. Executive&#146;s employment and the
          Employment Period will terminate automatically upon Executive&#146;s death or
          Retirement. For purposes of this Agreement, &#147;Retirement&#148; means normal
          retirement as defined in the Company&#146;s then-current retirement plan, or if
          there is no such retirement plan, &#147;Retirement&#148; means voluntary
          termination after age 65 with ten years of service. If the Company determines in
          good faith that a Disability of the Executive has occurred (pursuant to the
          definition of Disability set forth below), it may give Executive written notice
          of its intention to terminate Executive&#146;s employment. In such event,
          Executive&#146;s employment with the Company will terminate effective on the
          30<SUP>th</SUP> day after receipt of such written notice by Executive (the
          &#147;Disability Effective Date&#148;) provided that, within the 30 days after
          such receipt, Executive has not returned to full-time performance of
          Executive&#146;s duties. For purposes of this Agreement, &#147;Disability&#148;
          means a mental or physical disability as determined by the Board of Directors of
          the Parent (the &#147;Board&#148;) in accordance with standards and procedures
          similar to those under the Company&#146;s employee long-term disability plan, if
          any. At any time that the Company does not maintain such a long-term disability
          plan, Disability will mean the inability of Executive, as determined by the
          Board, to substantially perform the essential functions of his regular duties
          and responsibilities due to a medically determinable physical or mental illness
          which has lasted (or can reasonably be expected to last) for a period of six
          consecutive months. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination by the Company</U>. The Company may terminate Executive&#146;s
          employment for Poor Performance, or with or without Cause. For purposes of this
          Agreement: </FONT></P>

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                            "Poor   Performance"  means  the  failure  of  Executive  to  meet  reasonable  and
achievable performance expectations (other than any such failure resulting from incapacity due to physical or mental illness);
provided, however, that termination for Poor Performance will not be effective unless at
least 30 days prior to such termination Executive has received written notice from the
Board which specifically identifies the manner in which the Board believes that Executive
has not met performance expectations and Executive has failed after receipt of such notice
to resume the diligent performance of his duties to the satisfaction of the Board; and </FONT></P>

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 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Cause" means:</FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the continued failure of Executive to perform substantially Executive&#146;s
          duties with the Company (other than any such failure resulting from incapacity
          due to physical or mental illness, and specifically excluding any failure by
          Executive, after reasonable efforts, to meet performance expectations), after a
          written demand for substantial performance is delivered to Executive by the
          Board which specifically identifies in detail the manner in which the Board
          believes that Executive has not substantially performed Executive&#146;s duties,
          or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          any act of fraud, misappropriation, embezzlement or similar dishonest or
          wrongful act by Executive, or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Executive&#146;s abuse of alcohol or any substance which materially interferes
          with Executive&#146;s ability to perform services on behalf of the Company, or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Executive&#146;s conviction for, or plea of guilty or <I>nolo contendere</I> to,
          a felony, or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Executive&#146;s acceptance of employment with an employer other than the
          Company or any affiliate or subsidiary of the Company, or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Executive&#146;s conviction for any crime of moral turpitude. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Termination by Executive</U>. Executive&#146;s employment may be terminated
          by Executive for Good Reason or no reason. For purposes of this Agreement,
          &#147;Good Reason&#148; means: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          a reduction by the Company in Executive&#146;s Base Salary or benefits as in
          effect on the Effective Date or as the same may be increased from time to time,
          unless a similar reduction is made in salary or benefits of substantially all
          senior executives of the Company (or any of its affiliates and any of their
          respective subsidiaries with respect to which the Company exerts control over
          compensation policies); or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company&#146;s requiring Executive, without his consent, to be based at any
          office or location other than in the greater metropolitan area of the city in
          which his office is located at the Effective Date; or </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company&#146;s changing the reporting structure so that Executive no longer
          reports directly to the CEO. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notice of Termination</U>. Any termination by the Company for Poor
          Performance, or Cause, or by Executive for Good Reason, will be communicated by
          Notice of Termination to the other party hereto given in accordance with Section
          17(f) of this Agreement. For purposes of this Agreement, a &#147;Notice of
          Termination&#148; means a written notice that (i) indicates the specific
          termination provision in this Agreement relied upon, (ii) to the extent
          applicable, sets forth in reasonable detail the facts and circumstances claimed
          to provide a basis for termination of Executive&#146;s employment under the
          provision so indicated and (iii) if the Date of Termination (as defined below)
          is other than the date of receipt of such notice, specifies the termination date
          (which date will be not more than 30 days after the giving of such notice). The
          failure by Executive or the Company to set forth in the Notice of Termination
          any fact or circumstance which contributes to a showing of Good Reason, Poor
          Performance or Cause will not waive any right of Executive or the Company,
          respectively, hereunder or preclude Executive or the Company, respectively, from
          asserting such fact or circumstance in enforcing Executive&#146;s or the
          Company&#146;s rights hereunder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Date of Termination</U>. &#147;Date of Termination&#148; means (i) if
          Executive&#146;s employment is terminated other than by reason of death or
          Retirement, the date of receipt of the Notice of Termination, or any later date
          specified therein (which will not be more than 30 days after the date of
          delivery of the Notice of Termination), or (ii) if Executive&#146;s employment
          is terminated by reason of death, Disability or Retirement, the Date of
          Termination will be the date of death or Retirement, or the Disability Effective
          Date, as the case may be. In no event will the Date of Termination be after the
          end of Executive&#146;s Employment Period, as provided for in Section 3 of this
          Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Obligations of the Company upon Termination</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Prior to or More than 24 Months after a Change in Control: Termination by
          Executive for Good Reason; Termination by the Company Other Than for Poor
          Performance, Cause or Disability; Expiration of Executive&#146;s Employment
          Period</U>. If, prior to or more than 24 months after a Change in Control and
          during the Executive&#146;s Employment Period, the Company terminates
          Executive&#146;s employment other than for Poor Performance, Cause or
          Disability, or Executive terminates his employment for Good Reason within a
          period of 90 days after the occurrence of the event giving rise to Good Reason,
          or upon the expiration of the Executive&#146;s Employment Period, as described
          in Section 3, then, subject to Section 8(f) below (and with respect to the
          payments and benefits described in clauses (ii) through (vii) below, only if
          Executive executes a Release in substantially the form of Exhibit A hereto and
          the period for revoking such Release (the &#147;Release&#148;) has expired
          before the 30<SUP>th</SUP> day after the Date of Termination): </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company will pay to Executive in a lump sum in cash within 30 days after the
          Date of Termination (with Executive not having any right to designate the
          taxable year of the payment) the sum of (A) Executive&#146;s Base Salary through
          the Date of Termination to the extent not theretofore paid, and (B) any accrued
          vacation pay to the extent not theretofore paid (the sum of the amounts
          described in clauses (A) and (B) will be hereinafter referred to as the
          &#147;Accrued Obligations&#148;); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          for the longer of (A) 18 months from the Date of Termination or (B) the
          remaining term of Executive&#146;s Employment Period (the &#147;Normal Severance
          Period&#148;), the Company will continue to pay Executive an amount equal to his
          monthly Base Salary, payable in equal semi-monthly or other installments (not
          less frequently than monthly) as are customary under the Company&#146;s payroll
          practices from time to time, with the installments that otherwise would be paid
          within the first 30 days after the Date of Termination being paid in a lump sum
          on the 30<SUP>th</SUP> day after the Date of Termination and the remaining
          installments being paid as otherwise scheduled assuming payments had begun
          immediately after the Date of Termination; provided, however, that the
          Company&#146;s obligation to make or continue such payments will cease if
          Executive violates any of the Restrictive Covenants (as defined in Section 13(b)
          of this Agreement) and fails to remedy such violation to the satisfaction of the
          Board within 10 days of notice of such violation; and </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          during the Normal Severance Period, if and to the extent Executive timely elects
          COBRA continuation coverage and such coverage remains available, the Company no
          less frequently than monthly will pay for the full premium amount of such COBRA
          continuation coverage and will impute taxable income to the Executive equal to
          the full premium amount; with Executive being required to pay the amount of such
          premiums for the first 30 days after the Date of Termination and having the
          right to reimbursement from the Company on the 30<SUP>th</SUP> day after the
          Date of Termination for the payments made during that time and the balance of
          the premiums being paid as otherwise scheduled assuming payment of the premiums
          had begun immediately after the Date of Termination; provided, however that the
          Company&#146;s obligation to provide such benefits will cease if Executive
          violates any of the Restrictive Covenants (as defined in Section 13(b) of this
          Agreement) and fails to remedy such violation to the satisfaction of the Board
          within 10 days of notice of such violation; provided further, that to the extent
          Executive continues COBRA continuation coverage beyond his Normal Severance
          Period, Executive will be responsible for paying the full cost of the COBRA
          continuation coverage in accordance with the procedures of the Company generally
          applicable to all qualified beneficiaries receiving COBRA continuation coverage;
          and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          on the 30<SUP>th</SUP> day after the Date of Termination, Executive will be paid
          a bonus for the year in which the Date of Termination occurs in a lump sum in
          cash an amount equal to 100% of his Bonus Opportunity (prorated through the Date
          of Termination) adjusted up or down by reference to his year-to-date performance
          at the Date of Termination in relation to the prior established performance
          objectives under Executive&#146;s bonus plan for such year; provided, however
          that the bonus payment described in this Section 8(b)(iv) will be reduced by the
          amount (if any) of the Bonus Opportunity that Executive had previously elected
          to receive in the form of restricted stock of the Company; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          all grants of restricted stock, restricted stock units and similar Company
          stock-based awards (&#147;Restricted Stock&#148;) held by Executive as of the
          Date of Termination will become immediately vested as of the Date of
          Termination; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          all of Executive&#146;s options to acquire Common Stock of the Company, stock
          appreciation rights in Common Stock of the Company and similar Company
          stock-based awards (&#147;Options&#148;) that would have become vested (by lapse
          of time) within the 24-month period following the Date of Termination had
          Executive remained employed during such period will become immediately vested as
          of the Date of Termination; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          notwithstanding the provisions of the applicable Option agreement, all of
          Executive&#146;s vested but unexercised Options as of the Date of Termination
          (including those with accelerated vesting pursuant to Section 8(a)(vi) above)
          will remain exercisable through the earlier of (A) the original expiration date
          of the Option, (B) the 90th day following the end of the Normal Severance Period
          or (C) 10 years from the date of grant of the options; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          to the extent not theretofore paid or provided, the Company will timely pay or
          provide to Executive his Other Benefits pursuant to the plans, policies,
          practices and programs under which such Other Benefits are provided. </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Prior to or More than 24 Months after a Change in Control: Termination by the
          Company for Poor Performance</U>. If, prior to or more than 24 months after the
          occurrence of a Change in Control, the Company terminates Executive&#146;s
          employment for Poor Performance, then, subject to Section 8(f) below (and with
          respect to the payments and benefits described in clauses (ii) through (vi)
          below, only if Executive executes the Release and the period for revoking such
          Release expires before the 30<SUP>th</SUP> day after the Date of Termination): </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company will pay to Executive the Accrued Obligations in a lump sum in cash
          within 30 days after the Date of Termination (with Executive not having any
          right to designate the taxable year of the payment); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          for a period of 12 months after the Date of Termination (the &#147;Poor
          Performance Severance Period&#148;), the Company will continue to pay Executive
          an amount equal to his monthly Base Salary, payable in equal semi-monthly
          installments or other installments (not less frequently than monthly) as are
          customary under the Company&#146;s payroll practices from time to time, with the
          installments that otherwise would be paid within the first 30 days after the
          Date of Termination being paid in a lump sum on the 30<SUP>th</SUP> day after
          the Date of Termination and the remaining installments being paid as otherwise
          scheduled assuming payments had begun immediately after the Date of Termination;
          provided, however that the Company&#146;s obligation to make or continue such
          payments will cease if Executive violates any of the Restrictive Covenants (as
          defined in Section 13(b) of this Agreement) and fails to remedy such violation
          to the satisfaction of the Board within 10 days of notice of such violation; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          during the Poor Performance Severance Period, if and to the extent Executive
          timely elects COBRA continuation coverage and such coverage remains available,
          the Company no less frequently than monthly will pay for the full premium amount
          of such COBRA continuation coverage and will impute taxable income to the
          Executive equal to the full premium amount; with Executive being required to pay
          the amount of such premiums for the first 30 days after the Date of Termination
          and having the right to reimbursement from the Company on the 30<SUP>th</SUP>
          day after the Date of Termination for the payments made during that time and the
          balance of the premiums being paid as otherwise scheduled assuming payment of
          the premiums had begun immediately after the Date of Termination; provided,
          however that the Company&#146;s obligation to provide such benefits will cease
          if Executive violates any of the Restrictive Covenants (as defined in Section
          13(b) of this Agreement) and fails to remedy such violation to the satisfaction
          of the Board within 10 days of notice of such violation; provided further, that
          to the extent Executive continues COBRA continuation coverage beyond his Poor
          Performance Severance Period, Executive will be responsible for paying the full
          cost of the COBRA continuation coverage in accordance with the procedures of the
          Company generally applicable to all qualified beneficiaries receiving COBRA
          continuation coverage; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          all grants of Restricted Stock held by Executive as of the Date of Termination
          that would have become vested (by lapse of time) within the 12-month period
          following the Date of Termination had Executive remained employed during such
          period will become immediately vested as of the Date of Termination; and </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          subject to the specific approval of the Compensation Committee, all of
          Executive&#146;s Options that would have become vested (by lapse of time) within
          the 12-month period following the Date of Termination had Executive remained
          employed during such period will become immediately vested and exercisable as of
          the Date of Termination; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          notwithstanding the provisions of the applicable Option agreement, all of
          Executive&#146;s vested but unexercised Options as of the Date of Termination
          (including those with accelerated vesting pursuant to the Section 8(b)(v) above)
          will remain exercisable through the earlier of (A) the original expiration date
          of the Option, (B) the 90th day following the end of the later of (1) six months
          from the Date of Termination, or (2) the end of the Poor Performance Severance
          Period or (C) 10 years from the date of grant of the options; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          to the extent not theretofore paid or provided, the Company will timely pay or
          provide to Executive his Other Benefits pursuant to the plans, policies,
          practices and programs under which such Other Benefits are provided. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>After or in Connection with a Change in Control: Termination by Executive for
          Good Reason; Termination by the Company Other Than for Cause or Disability</U>.
          If a Change in Control occurs and, within 24 months following such Change in
          Control (or if Executive can reasonably show that such termination by the
          Executive or by the Company was in anticipation of the Change in Control in
          which case this Section 8(c) will apply in lieu of Sections 8(a) or (b)), the
          Company terminates Executive&#146;s employment other than for Cause or
          Disability or upon the expiration of the Employment Period, as described in
          Section 3, or Executive terminates employment for Good Reason, then, subject to
          Section 8(f) below (and with respect to the payments and benefits described in
          clauses (ii) through (vii) below, only if Executive executes the Release and the
          period for revoking the Release expires before the 30<SUP>th</SUP> day after the
          Date of Termination): </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company (or its successor) will pay to Executive the Accrued Obligations in
          a lump sum in cash within 30 days after the Date of Termination (with Executive
          not having any right to designate the taxable year of the payment); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the Company (or its successor) will pay to Executive a lump sum cash amount
          equal to 36 times his monthly Base Salary on the 30<SUP>th</SUP> day after the
          Date of Termination if the Change in Control qualifies as a change in ownership
          or effective control of the Parent or the Company, or in the ownership of a
          substantial portion of their assets, within the meaning of Section
          409A(a)(2)(A)(v); otherwise, payment will be made in equal semi-monthly
          installments or other installments (not less frequently than monthly) as are
          customary under the Company&#146;s payroll practices from time to time, with the
          installments that otherwise would be paid within the first 30 days after the
          Date of Termination being paid in a lump sum on the 30<SUP>th</SUP> day after
          the Date of Termination and the remaining installments being paid as otherwise
          scheduled assuming payments had begun immediately after the Date of Termination;
          provided, however, that the Company&#146;s obligation to make or continue such
          payments will cease if Executive violates any of the Restrictive Covenants (as
          defined in Section 13(b) of this Agreement), other than the Restrictive Covenant
          contained in Section 13(c)(iv), and fails to remedy such violation to the
          satisfaction of the Board within 10 days of notice of such violation; and </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          for 18 months after the Date of Termination, if and to the extent Executive
          timely elects COBRA continuation coverage and such coverage remains available,
          the Company no less frequently than monthly will pay for the full premium amount
          of such COBRA continuation coverage and will impute taxable income to the
          Executive equal to the full premium amount, with Executive being required to pay
          the amount of such premiums for the first 30 days after the Date of Termination
          and having the right to reimbursement from the Company on the 30<SUP>th</SUP>
          day after the Date of Termination for the payments made during that time and the
          balance of the premiums being paid as otherwise scheduled assuming payment of
          the premiums had begun immediately after the Date of Termination; provided,
          however that the Company&#146;s obligation to provide such benefits will cease
          if Executive violates any of the Restrictive Covenants (as defined in Section
          13(b) of this Agreement), other than the Restrictive Covenant contained in
          Section 13(c)(iv), and fails to remedy such violation to the satisfaction of the
          Board within 10 days of notice of such violation; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          on the 30<SUP>th</SUP> day after the Date of Termination, Executive will be paid
          a lump sum cash amount equal to 100% of his Bonus Opportunity for the year in
          which the Date of Termination occurs (as defined in Section 5(b)(i)); provided,
          however that the total bonus payment described in this Section 8(c)(iv) will be
          reduced by the amount (if any) of the Bonus Opportunity that Executive had
          previously elected to receive in the form of restricted stock of the Company;
          and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          all grants of Restricted Stock held by Executive as of the Date of Termination
          will become immediately vested as of the Date of Termination; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          all of Executive&#146;s Options held by Executive as of the Date of Termination
          will become immediately vested and exercisable as of the Date of Termination;
          and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          notwithstanding the provisions of the applicable Option agreement, all of
          Executive&#146;s vested but unexercised Options as of the Date of Termination
          (including those with accelerated vesting pursuant to the Section 8(c)(vi)
          above) will remain exercisable through the earlier of (A) the original
          expiration date of the Option, (B) the 90th day following the end of the
          36-month period beginning on the Date of Termination or (C) 10 years from the
          date of grant of the options; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(viii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          to the extent not theretofore paid or provided, the Company will timely pay or
          provide to Executive his Other Benefits pursuant to the plans, policies,
          practices and programs under which such Other Benefits are provided; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ix)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the restrictions on Executive&#146;s conduct contained in Section 13(c)(iv) of
          this Agreement will cease to apply. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Death, Disability or Retirement</U>. Regardless of whether or not a Change in
          Control has occurred, if Executive&#146;s employment is terminated by reason of
          Executive&#146;s death, Disability or Retirement, this Agreement will terminate
          without further obligations to Executive or his estate or legal representatives
          under this Agreement, other than for payment of Accrued Obligations and the
          timely payment or provision of Other Benefits. The Accrued Obligations will be
          paid to Executive or Executive&#146;s estate or beneficiary, as applicable, in a
          lump sum in cash within 30 days after the Date of Termination (with no recipient
          having any right to designate the taxable year of the payment). With respect to
          the provision of Other Benefits, the term Other Benefits as used in this Section
          8(e) will include, without limitation, and Executive or his estate and/or
          beneficiaries will be entitled to receive, benefits under such plans, programs,
          practices and policies relating to death or retirement benefits, if any, as are
          applicable to Executive on the Date of Termination. </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Cause or Voluntary Termination without Good Reason</U>. Regardless of whether
          or not a Change in Control has occurred, if Executive&#146;s employment is
          terminated for Cause, or if Executive voluntarily terminates employment without
          Good Reason, this Agreement will terminate without further obligations to
          Executive, other than for payment of Accrued Obligations within 30 days after
          the Date of Termination (with Executive not having any right to designate the
          taxable year of the payment) and the timely payment or provision of Other
          Benefits pursuant to the plans, policies, practices and programs under which
          such Other Benefits are provided. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Effect of Section 409A.</U> It is expressly contemplated by the parties that
          this Agreement will conform to, and be interpreted to comply with, Section 409A
          of the Internal Revenue Code, as amended (the &#147;Code&#148;). Notwithstanding
          any other provision of this Agreement, if Executive is a &#147;specified
          employee&#148; as defined in Section 409A(a)(2)(B)(i) of the Code, then the
          payment of any amount or the provision of any benefit under this Agreement which
          is considered deferred compensation subject to Section 409A of the Code shall be
          deferred for six (6) months after Executive&#146;s &#147;separation from
          service&#148; or, if earlier, Executive&#146;s death as required by Section
          409A(a)(2)(B)(i) of the Code (the &#147;409A Deferral Period&#148;). In the
          event payments are otherwise due to be made in installments or periodically
          during the 409A Deferral Period, the payments which would otherwise have been
          made in the 409A Deferral Period shall be accumulated and paid in a lump sum as
          soon as the 409A Deferral Period ends, and the balance of the payments shall be
          made as otherwise scheduled. In the event benefits are required to be deferred,
          any such benefit may be provided during the 409A Deferral Period at
          Executive&#146;s expense, with Executive having the right to reimbursement from
          the Company once the 409A Deferral Period ends, and the balance of the benefits
          shall be provided as otherwise scheduled. If Executive incurs any additional
          tax, interest or penalties under Section 409A of the Code as a result of the
          violation thereof, the Company at that time will pay Executive an additional
          amount so that, after all taxes on such amount, Executive has an amount
          remaining equal to such additional taxes, interest or penalties. Such gross-up
          payment shall be made, if at all, no later than the end of Executive&#146;s
          taxable year next following the Executive&#146;s taxable year in which the
          related taxes, interest or penalties are remitted. For purposes of this
          Agreement, Executive shall not be deemed to have terminated employment unless
          Executive has a &#147;separation from service&#148; within the meaning of
          Section 409A of the Code where it is reasonably anticipated that no further
          services will be performed after such date or that the level of bona fide
          services Executive will perform after that date (whether as an employee or
          independent contractor) will permanently decrease to no more than 20 percent of
          the average level of bona fide services performed by Executive over the
          immediately preceding 36-month period. All rights to payments and benefits under
          this Agreement shall be treated as rights to receive a series of separate
          payments and benefits to the fullest extent allowed by Section 409A of the Code. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Non-exclusivity of Rights</U>. Nothing in this Agreement will prevent or
          limit Executive&#146;s continuing or future participation in any plan, program,
          policy or practice provided by the Company and for which Executive may qualify,
          nor, subject to Section 16(d), will anything herein limit or otherwise affect
          such rights as Executive may have under any contract or agreement with the
          Company. Amounts which are vested benefits or which Executive is otherwise
          entitled to receive under any plan, policy, practice or program of the Company
          or under any contract or agreement with the Company at or subsequent to the Date
          of Termination will be payable in accordance with such plan, policy, practice or
          program or contract or agreement except as explicitly modified by this
          Agreement. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Certain Additional Payments by the Company</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Anything in this Agreement to the contrary notwithstanding and except as set
          forth below, in the event it will be determined that any payment or distribution
          by the Company to or for the benefit of Executive (whether paid or payable or
          distributed or distributable pursuant to the terms of this Agreement or
          otherwise, but determined without regard to any additional payments required
          under this Section 10) (a &#147;Payment&#148;) would be subject to the excise
          tax imposed by Section 4999 of the Code or any interest or penalties are
          incurred by Executive with respect to such excise tax (such excise tax, together
          with any such interest and penalties, are hereinafter collectively referred to
          as the &#147;Excise Tax&#148;), then Executive will be entitled to receive an
          additional payment (a &#147;Gross-Up Payment&#148;) in an amount such that after
          payment by Executive of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income taxes
          (and any interest and penalties imposed with respect thereto) and Excise Tax
          imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up
          Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the
          foregoing provisions of this Section 10(a), if it is determined that Executive
          is entitled to a Gross-Up Payment, but that Executive, after taking into account
          the Payments and the Gross-Up Payment, would not receive a net after-tax benefit
          of at least $25,000 (taking into account both income taxes and any Excise Tax)
          as compared to the net after-tax proceeds to Executive resulting from an
          elimination of the Gross-Up Payment and a reduction of the Payments, in the
          aggregate, to an amount (the &#147;Reduced Amount&#148;) such that the receipt
          of Payments would not give rise to any Excise Tax, then no Gross-Up Payment will
          be made to Executive and the Payments, in the aggregate, will be reduced to the
          Reduced Amount. In that event, the order of reduction shall be first all cash
          payments on a pro rata basis, then any equity compensation on a pro rata basis
          and lastly any benefits on a pro rata basis. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to the provisions of Section 10(c), all determinations required to be
          made under this Section 10, including whether and when a Gross-Up Payment is
          required and the amount of such Gross-Up Payment and the assumptions to be
          utilized in arriving at such determination, will be made by BDO Seidman LLP or
          such other certified public accounting firm reasonably acceptable to the Company
          as may be designated by Executive (the &#147;Accounting Firm&#148;) which will
          provide detailed supporting calculations both to the Company and Executive
          within 15 business days of the receipt of notice from Executive that there has
          been a Payment, or such earlier time as is requested by the Company. In the
          event that the accounting firm is serving as accountant or auditor for the
          individual, entity or group effecting the Change in Control, or in the event
          that serving as the Accounting Firm for purposes of this Section 10(b) would
          jeopardize the accounting firm&#146;s status as the Company&#146;s independent
          auditor, Executive will appoint another nationally recognized accounting firm to
          make the determinations required hereunder (which accounting firm will then be
          referred to as the Accounting Firm hereunder). All fees and expenses of the
          Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as
          determined pursuant to this Section 10, will be paid by the Company to Executive
          within five days of the receipt of the Accounting Firm&#146;s determination but
          must be paid in any event by the end of Executive&#146;s taxable year next
          following the Executive&#146;s taxable year in which the related taxes are
          remitted. Any determination by the Accounting Firm will be binding upon the
          Company and Executive. As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial determination by the
          Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
          have been made by the Company should have been made (&#147;Underpayment&#148;),
          consistent with the calculations required to be made hereunder. In the event
          that the Company exhausts its remedies pursuant to Section 10(c) and Executive
          thereafter is required to make a payment of any Excise Tax, the Accounting Firm
          will determine the amount of the Underpayment that has occurred and any such
          Underpayment will be promptly paid by the Company to or for the benefit of
          Executive. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Executive will notify the Company in writing of any claim by the Internal
          Revenue Service that, if successful, would require the payment by the Company of
          the Gross-Up Payment. Such notification will be given as soon as practicable but
          no later than ten business days after Executive is informed in writing of such
          claim and apprises the Company of the nature of such claim and the date on which
          such claim is requested to be paid. The Executive will not pay such claim prior
          to the expiration of the 30-day period following the date on which it gives such
          notice to the Company (or such shorter period ending on the date that any
          payment of taxes with respect to such claim is due). If the Company notifies
          Executive in writing prior to the expiration of such period that it desires to
          contest such claim, Executive will: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          give the Company any information reasonably requested by the Company relating to
          such claim, </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          take such action in connection with contesting such claim as the Company
          reasonably requests in writing from time to time, including, without limitation,
          accepting legal representation with respect to such claim by an attorney
          reasonably selected by the Company, </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          cooperate with the Company in good faith in order effectively to contest such
          claim, and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          permit the Company to participate in any proceedings relating to such claim;
          provided, however, that the Company will bear and pay directly all costs and
          expenses (including additional interest and penalties) incurred in connection
          with such contest and will indemnify and hold Executive harmless, on an
          after-tax basis, for any Excise Tax or income tax (including interest and
          penalties with respect thereto) imposed as a result of such representation and
          payment of costs and expenses. Without limitation of the foregoing provisions of
          this Section 10(c), the Company will control all proceedings taken in connection
          with such contest and, at its sole option, may pursue or forgo any and all
          administrative appeals, proceedings, hearings and conferences with the taxing
          authority in respect of such claim and may, at its sole option, either direct
          Executive to pay the tax claimed and sue for a refund or contest the claim in
          any permissible manner, and Executive agrees to prosecute such contest to a
          determination before any administrative tribunal, in a court of initial
          jurisdiction and in one or more appellate courts, as the Company will determine;
          provided, however, that if the Company directs Executive to pay such claim and
          sue for a refund, the Company will advance the amount of such payment to
          Executive, on an interest-free basis and will indemnify and hold Executive
          harmless, on an after-tax basis, from any Excise Tax or income tax (including
          interest or penalties with respect thereto) imposed with respect to such advance
          or with respect to any imputed income with respect to such advance; and further
          provided that any extension of the statute of limitations relating to payment of
          taxes for the taxable year of Executive with respect to which such contested
          amount is claimed to be due is limited solely to such contested amount.
          Furthermore, the Company&#146;s control of the contest will be limited to issues
          with respect to which a Gross-Up Payment would be payable hereunder and
          Executive will be entitled to settle or contest, as the case may be, any other
          issue raised by the Internal Revenue Service or any other taxing authority. All
          payments to be made hereunder must be made by the end of Executive&#146;s
          taxable year next following Executive&#146;s taxable year in which the taxes are
          remitted or, if no taxes are remitted, the taxable year in which the matter is
          resolved, and all reimbursements to be made hereunder must be made by the end of
          Executive&#146;s taxable year next following Executive&#146;s taxable year in
          which the expenses are incurred. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If, after the receipt by Executive of an amount advanced by the Company pursuant
          to Section 10(c), Executive becomes entitled to receive any refund with respect
          to such claim, Executive will (subject to the Company&#146;s complying with the
          requirements of Section 10(c)) promptly pay to the Company the amount of such
          refund (together with any interest paid or credited thereon after taxes
          applicable thereto). If, after the receipt by Executive of an amount advanced by
          the Company pursuant to Section 10(c), a determination is made that Executive is
          not entitled to any refund with respect to such claim and the Company does not
          notify Executive in writing of its intent to contest such denial of refund prior
          to the expiration of 30 days after such determination, then such advance will be
          forgiven and will not be required to be repaid and the amount of such advance
          will offset, to the extent thereof, the amount of Gross-Up Payment required to
          be paid. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Costs of Enforcement</U>. Unless otherwise provided by the arbitrator(s) in
          an arbitration proceeding pursuant to Section 14 hereof, in any action taken in
          good faith relating to the enforcement of this Agreement or any provision
          herein, Executive will be entitled to be paid any and all costs and expenses
          incurred by him in enforcing or establishing his rights thereunder, including,
          without limitation, reasonable attorneys&#146; fees, whether suit be brought or
          not, and whether or not incurred in trial, bankruptcy or appellate proceedings,
          but only if Executive is determined to be the substantially prevailing party in
          the enforcement proceeding. Such reimbursement shall be paid as soon as
          administratively practicable after any final judgment, decision or settlement of
          such suit or proceedings. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Representations and Warranties</U>. Executive hereby represents and warrants
          to the Company that Executive is not a party to, or otherwise subject to, any
          covenant not to compete with any person or entity, and Executive&#146;s
          execution of this Agreement and performance of his obligations hereunder will
          not violate the terms or conditions of any contract or obligation, written or
          oral, between Executive and any other person or entity. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restrictions on Conduct of Executive</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>General</U>. Executive and the Company understand and agree that the purpose
          of the provisions of this Section 13 is to protect legitimate business interests
          of the Company, as more fully described below, and is not intended to eliminate
          Executive&#146;s post-employment competition with the Company per se, nor is it
          intended to impair or infringe upon Executive&#146;s right to work, earn a
          living, or acquire and possess property from the fruits of his labor. Executive
          hereby acknowledges that the post-employment restrictions set forth in this
          Section 13 are reasonable and that they do not, and will not, unduly impair his
          ability to earn a living after the termination of this Agreement. Therefore,
          subject to the limitations of reasonableness imposed by law, Executive will be
          subject to the restrictions set forth in this Section 13. </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Definitions</U>. The following terms used in this Section 13 have the
          meanings assigned to them below, which definitions apply to both the singular
          and the plural forms of such terms: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Competitive
Position</U>&#148; means any employment with a Competitor in which Executive will use or
is likely to use any Confidential Information or Trade Secrets, or in which Executive has
duties for such Competitor that relate to Competitive Services and that are the same or
similar to those services actually performed by Executive for the Company; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           <U>"Competitive  Services"</U>  means the  provision of specialty  insurance  and insurance
services in the excess and surplus
and alternative risk transfer markets in the United States and Bermuda. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           <U>"Competitor"</U>  means any Person engaged,  wholly or in part, in Competitive  Services
in active and direct competition with the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                          <U>"Confidential   Information"</U> means  all  information  regarding  the  Company,  its
activities, business or clients that is the subject of reasonable efforts by the Company to maintain its confidentiality and
that is not generally disclosed by practice or authority to persons not employed by the
Company, but that does not rise to the level of a Trade Secret. &#147;Confidential
Information&#148; includes, but is not limited to, financial plans and data concerning the
Company; management planning information; business plans; operational methods; market
studies; marketing plans or strategies; product development techniques or plans; lists of
current or prospective customers; details of customer contracts; current and anticipated
customer requirements; past, current and planned research and development; business
acquisition plans; and new personnel acquisition plans. &#147;Confidential
Information&#148; does not include information that has become generally available to the
public by the act of one who has the right to disclose such information without violating
any right or privilege of the Company. This definition will not limit any definition of
&#147;confidential information&#148; or any equivalent term under state or federal law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Determination
Date</U>&#148; means the date of termination of Executive&#146;s employment with the
Company for any reason whatsoever or any earlier date of an alleged breach of the
Restrictive Covenants by Executive. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           <U>"Person"</U>  means any  individual  or any  corporation,  partnership,  joint  venture,
limited liability company,association or other entity or enterprise. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                          <U> "Principal or Representative"</U> means a principal, owner, partner, shareholder,  joint
venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Protected
Customers</U>&#148; means any Person to whom the Company has sold its products or services
or solicited to sell its products or services during the twelve (12) months prior to the
Determination Date; provided, however, that Protected Customers shall not include brokers
or agents. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           <U>"Protected  Employees"</U>  means  employees  of the  Company  who were  employed by the
Company at any time within six (6) months prior to the Determination Date. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Restricted
Period</U>&#148; means the Employment Period plus the period extending for the longer of:
(i) twelve (12) months from the termination of Executive&#146;s employment with the
Company or (ii) the end of the applicable severance period. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                           <U>"Restricted  Territory"</U>  means the state of  Georgia,  any other  state in which the
Company or one of its affiliates writes insurance coverage. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Restrictive
Covenants</U>&#148; means the restrictive covenants contained in Section 13(c)hereof.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                           <U>"Trade Secret"</U> means all  information,  without regard to form,  including,  but not
limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial plans, product plans,
distribution lists or a list of actual or potential customers, advertisers or suppliers
which is not commonly known by or available to the public and which information: (A)
derives economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use; and (B) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade
Secret means any item of Confidential Information that constitutes a &#147;trade
secret(s)&#148; under the common law or applicable state law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restrictive Covenants</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restriction on Disclosure and Use of Confidential Information and Trade
          Secrets</U>. Executive understands and agrees that the Confidential Information
          and Trade Secrets constitute valuable assets of the Company and its affiliated
          entities, and may not be converted to Executive&#146;s own use. Accordingly,
          Executive hereby agrees that Executive will not, directly or indirectly, at any
          time during the Restricted Period reveal, divulge, or disclose to any Person not
          expressly authorized by the Company any Confidential Information, and Executive
          will not, directly or indirectly, at any time during the Restricted Period use
          or make use of any Confidential Information in connection with any business
          activity other than that of the Company. Throughout the term of this Agreement
          and at all times after the date that this Agreement terminates for any reason,
          Executive will not directly or indirectly transmit or disclose any Trade Secret
          of the Company to any Person, and will not make use of any such Trade Secret,
          directly or indirectly, for himself or for others, without the prior written
          consent of the Company. The parties acknowledge and agree that this Agreement is
          not intended to, and does not, alter either the Company&#146;s rights or
          Executive&#146;s obligations under any state or federal statutory or common law
          regarding trade secrets and unfair trade practices. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;
Anything herein to the contrary  notwithstanding,  Executive will not be restricted
from disclosing or using Confidential
Information that is required to be disclosed by law, court order or other legal process;
provided, however, that in the event disclosure is required by law, Executive will provide
the Company with prompt notice of such requirement so that the Company may seek an
appropriate protective order prior to any such required disclosure by Executive. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Nonsolicitation of Protected Employees</U>. Executive understands and agrees
          that the relationship between the Company and each of its Protected Employees
          constitutes a valuable asset of the Company and may not be converted to
          Executive&#146;s own use. Accordingly, Executive hereby agrees that during the
          Restricted Period Executive will not directly or indirectly on Executive&#146;s
          own behalf or as a Principal or Representative of any Person or otherwise
          solicit or induce any Protected Employee to terminate his or her employment
          relationship with the Company or to enter into employment with any other Person. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Restriction on Relationships with Protected Customers</U>. Executive
          understands and agrees that the relationship between the Company and each of its
          Protected Customers constitutes a valuable asset of the Company and may not be
          converted to Executive&#146;s own use. Accordingly, Executive hereby agrees
          that, during the Restricted Period, Executive will not, without the prior
          written consent of the Company, directly or indirectly, on Executive&#146;s own
          behalf or as a Principal or Representative of any Person, solicit, divert, take
          away or attempt to solicit, divert or take away a Protected Customer for the
          purpose of providing or selling Competitive Services; provided, however, that
          the prohibition of this covenant will apply only to Protected Customers with
          whom Executive had Contact on the Company&#146;s behalf during the twelve (12)
          months immediately preceding the termination of his employment hereunder. For
          purposes of this Agreement, Executive had &#147;Contact&#148; with a Protected
          Customer if (a) he had business dealings with the Protected Customer on the
          Company&#146;s behalf; (b) he was responsible for supervising or coordinating
          the dealings between the Company and the Protected Customer; or (c) he obtained
          Trade Secrets or Confidential Information about the Protected Customer as a
          result of his association with the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Noncompetition with the Company.</U> The parties acknowledge: (A) that
          Executive&#146;s services under this Agreement require special expertise and
          talent in the provision of Competitive Services and that Executive will have
          substantial contacts with customers, suppliers, advertisers and vendors of the
          Company; (B) that pursuant to this Agreement, Executive will be placed in a
          position of trust and responsibility and he will have access to a substantial
          amount of Confidential Information and Trade Secrets and that the Company is
          placing him in such position and giving him access to such information in
          reliance upon his agreement not to compete with the Company during the
          Restricted Period; (C) that due to his management duties, Executive will be the
          repository of a substantial portion of the goodwill of the Company and would
          have an unfair advantage in competing with the Company; (D) that due to
          Executive&#146;s special experience and talent, the loss of Executive&#146;s
          services to the Company under this Agreement cannot reasonably or adequately be
          compensated solely by damages in an action at law; (E) that Executive is capable
          of competing with the Company; and (F) that Executive is capable of obtaining
          gainful, lucrative and desirable employment that does not violate the
          restrictions contained in this Agreement. In consideration of the compensation
          and benefits being paid and to be paid by the Company to Executive hereunder,
          Executive hereby agrees that, during the Restricted Period, Executive will not,
          without prior written consent of the Company, directly or indirectly seek or
          obtain a Competitive Position in the Restricted Territory with a Competitor;
          provided, however, that the provisions of this Agreement will not be deemed to
          prohibit the ownership by Executive of any securities of the Company or its
          affiliated entities or not more than five percent (5%) of any class of
          securities of any corporation having a class of securities registered pursuant
          to the Securities Exchange Act of 1934, as amended. </FONT></P>


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<A NAME=A010></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
<U>Cooperation.</U></FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Executive.</U> Throughout the term of this Agreement and at all times after
          the date that this Agreement terminates for any reason, Executive will not make
          statements detrimental to the interests of nor engage in any activities
          detrimental to the Company or its officers, directors, stockholders, trustees,
          employees, agents, parent corporations, subsidiaries, affiliates, estates,
          successors, assigns and attorneys, nor will Executive make any statements about
          any of the aforementioned parties to the press (including without limitation any
          newspaper, magazine, radio station or television station) without the prior
          written consent of the Company, except as may be required by applicable law or
          regulation. Executive will also cooperate with the Company and its affiliates as
          a witness in all matters about which he has knowledge as a result of his
          position with the Company and its affiliates if the Company requests his
          testimony. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Company</U>. The Company will not at any time make derogatory statements or
          statements detrimental to the interests of nor engage in any activities
          detrimental to the Executive, nor will the Company make any statements about the
          Executive to the press (including without limitation any newspaper, magazine,
          radio station or television station) without the prior written consent of the
          Executive, except as may be required by applicable law or regulation. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Enforcement of Restrictive Covenants</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Rights and Remedies Upon Breach</U>. In the event Executive breaches, or
          threatens to commit a breach of, any of the provisions of the Restrictive
          Covenants, the Company will have the following rights and remedies, which will
          be independent of any others and severally enforceable, and will be in addition
          to, and not in lieu of, any other rights and remedies available to the Company
          at law or in equity: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the right and remedy to enjoin, preliminarily and permanently, Executive from
          violating or threatening to violate the Restrictive Covenants and to have the
          Restrictive Covenants specifically enforced by any court of competent
          jurisdiction, it being agreed that any breach or threatened breach of the
          Restrictive Covenants would cause irreparable injury to the Company and that
          money damages would not provide an adequate remedy to the Company; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          the right and remedy to require Executive to account for and pay over to the
          Company all compensation, profits, monies, accruals, increments or other
          benefits derived or received by Executive hereunder after his Date of
          Termination, excluding any Accrued Obligations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Severability of Covenants</U>. Executive acknowledges and agrees that the
          Restrictive Covenants are reasonable and valid in time and scope and in all
          other respects. The covenants set forth in this Agreement will be considered and
          construed as separate and independent covenants. Should any part or provision of
          any covenant be held invalid, void or unenforceable in any court of competent
          jurisdiction, such invalidity, voidness or unenforceability will not render
          invalid, void or unenforceable any other part or provision of this Agreement. If
          any portion of the foregoing provisions is found to be invalid or unenforceable
          by a court of competent jurisdiction because its duration, the territory, the
          definition of activities or the definition of information covered is considered
          to be invalid or unreasonable in scope, the invalid or unreasonable term will be
          redefined, or a new enforceable term provided, such that the intent of the
          Company and Executive in agreeing to the provisions of this Agreement will not
          be impaired and the provision in question will be enforceable to the fullest
          extent of the applicable laws. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Arbitration</U>. Any claim or dispute arising under this Agreement (other
          than under Section 13) will be subject to arbitration, and prior to commencing
          any court action, the parties agree that they will arbitrate all such
          controversies. The arbitration will be conducted in Atlanta, Georgia in
          accordance with the Employment Dispute Rules of the American Arbitration
          Association and the Federal Arbitration Act, 9 U.S.C. &sect; 1, et. seq. The
          arbitrator(s) will be authorized to award both liquidated and actual damages, in
          addition to injunctive relief, but no punitive damages. The arbitrator(s) may
          also award attorney&#146;s fees and costs, without regard to any restriction on
          the amount of such award under Georgia or other applicable law. Such an award
          will be binding and conclusive upon the parties hereto, subject to 9 U.S.C.
          &sect;10. Each party will have the right to have the award made the judgment of
          a court of competent jurisdiction. By initialing below, each of Executive and
          Company specifically acknowledge and agree to arbitration pursuant to this
          Section 14. </FONT></P>

<PRE>
                                                              Executive <U> WCT  </U>


                                                              Company   <U> SRC  </U>

</PRE>
<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Assignment and Successors</U>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement is personal to Executive and without the prior written consent of
          the Company will not be assignable by Executive otherwise than by will or the
          laws of descent and distribution. This Agreement will inure to the benefit of
          and be enforceable by the Executive&#146;s legal representatives. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          This Agreement will inure to the benefit of and be binding upon the Company and
          its successors and assigns. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Company will require any successor (whether direct or indirect, by purchase,
          merger, consolidation or otherwise) to all or substantially all of the business
          and/or assets of the Company to assume expressly and agree to perform this
          Agreement in the same manner and to the same extent that the Company would be
          required to perform it if no such succession had taken place. As used in this
          Agreement, &#147;Company&#148; means the Company as hereinbefore defined and any
          successor to its business and/or assets as aforesaid which assumes and agrees to
          perform this Agreement by operation of law, or otherwise. </FONT></P>

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<A NAME=A011></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16. Miscellaneous. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Waiver</U>. Failure of either party to insist, in one or more instances, on
          performance by the other in strict accordance with the terms and conditions of
          this Agreement will not be deemed a waiver or relinquishment of any right
          granted in this Agreement or of the future performance of any such term or
          condition or of any other term or condition of this Agreement, unless such
          waiver is contained in a writing signed by the party making the waiver. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Severability</U>. If any provision or covenant, or any part thereof, of this
          Agreement should be held by any court to be invalid, illegal or unenforceable,
          either in whole or in part, such invalidity, illegality or unenforceability will
          not affect the validity, legality or enforceability of the remaining provisions
          or covenants, or any part thereof, of this Agreement, all of which will remain
          in full force and effect. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Other Agents</U>. Nothing in this Agreement is to be interpreted as limiting
          the Company from employing other personnel on such terms and conditions as may
          be satisfactory to it. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Entire Agreement</U>. Except as provided herein, this Agreement contains the
          entire agreement between the Company and Executive with respect to the subject
          matter hereof and, from and after the Effective Date, this Agreement will
          supersede any other agreement between the parties with respect to the subject
          matter hereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Governing Law</U>. Except to the extent preempted by federal law, and without
          regard to conflict of laws principles, the laws of the State of Georgia will
          govern this Agreement in all respects, whether as to its validity, construction,
          capacity, performance or otherwise. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent"  -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Notices</U>. All notices, requests, demands and other communications required
          or permitted hereunder will be in writing and will be deemed to have been duly
          given if delivered or three days after mailing if mailed, first class, certified
          mail, postage prepaid: </FONT></P>

         To Company:       100 Galleria Parkway
                           Suite 700
                           Atlanta, Georgia 30339


         To Executive:     the address of the Executive in the Company's records


<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
party may change the address to which notices, requests, demands and other communications
will be delivered by giving notice thereof to the other party in the same manner provided
herein. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendments and Modifications</U>. This Agreement may be amended or modified
          only by a writing signed by both parties hereto, which makes specific reference
          to this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Binding Effect</U>. Except as otherwise provided in this Agreement, every
          covenant, term and provision of this Agreement will bind and inure to the
          benefit of each party&#146;s respective successors, transferees and permitted
          assigns. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Construction</U>. In construing and enforcing this Agreement, the following
          rules will be followed: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Each provision of this Agreement will be construed simply according to its fair
          meaning and not strictly for or against any party. No consideration will be
          given to the fact or presumption that any party had a greater or lesser hand in
          drafting this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          In construing and enforcing this Agreement, no consideration will be given to
          the captions of the articles, sections, subsections, and clauses of this
          Agreement, which are inserted for convenience in organizing and locating the
          provisions of this Agreement, not as an aid in its construction. </FONT></P>


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<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Plural words will be understood to include their singular forms, and vice versa.</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The word &#147;include&#148; and its syntactical forms mean &#147;include, but
          are not limited to,&#148; and corresponding syntactical forms. The principal of
          <I>ejusdem generis</I> will not be used to limit the scope of the category of
          things illustrated by the items mentioned in a clause introduced by the word
          &#147;including.&#148; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          A defined term has its defined meaning through this Agreement, regardless of
          where in this Agreement the term is defined. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Except as otherwise provided in this Agreement, a reference to an Article,
          Section, or clause means an article, section, or clause of this Agreement and
          may be understood to mean, for example, &#147;Section 5.1 of this
          Agreement&#148; or &#147;Section 5.1 hereof.&#148; The term &#147;Section&#148;
          may be used variously to identify entire Sections (as in &#147;Section
          6.8&#148;), subsections (as in &#147;Section 6.8(a)&#148;), and clauses (as in
          &#147;Section 6.8(h)(iii)&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Incorporation by Reference</U>. The exhibits to this Agreement are
          incorporated in this Agreement by reference. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Time</U>. Time is of the essence in this Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Counterparts</U>. This Agreement may be executed in any number of
          counterparts with the same effect as if all of the parties had signed the same
          document. All counterparts will be construed together and will constitute one
          agreement. </FONT></P>

<PRE>
                                    * * * * * * * *

</PRE>
<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A013></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(signatures appear on
next following page) </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Employment
Agreement as of the date first above written. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AMERICAN
SAFETY INSURANCE SERVICES, INC. </FONT></P>

<PRE>
                                            By: /s/ Stephen R. Crim
                                                 Name: Stephen R. Crim
                                                 Title:   CEO/President


                                            EXECUTIVE:


                                                /s/ William C. Tepe
                                                William C. Tepe

</PRE>

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<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A014></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<A NAME=A015></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form of Release </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Release is granted effective as of the _ day of __________, ____, by __________
(&#147;Executive&#148;) in favor of American Safety Insurance Services, Inc. and its
affiliates (collectively, the &#147;Company&#148;). This is the Release referred to in
that certain Employment Agreement dated as of by and between the Company and Executive
(the &#145;Employment Agreement&#148;). Executive gives this Release in consideration of
the Company&#146;s promises and covenants as recited in the Employment Agreement, with
respect to which this Release is an integral part. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang " FSL="Default" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Release of the Company</U>. Executive, for himself, his successors, assigns,
          attorneys, and all those entitled to assert his rights, now and forever hereby
          releases and discharges the Company and its respective officers, directors,
          stockholders, trustees, employees, agents, parent corporations, subsidiaries,
          affiliates, estates, successors, assigns and attorneys (&#147;the Released
          Parties&#148;), from any and all claims, actions, causes of action, sums of
          money due, suits, debts, liens, covenants, contracts, obligations, costs,
          expenses, damages, judgments, agreements, promises, demands, claims for
          attorney&#146;s fees and costs, or liabilities whatsoever, in law or in equity,
          which Executive ever had or now has against the Released Parties, including any
          claims arising by reason of or in any way connected with any employment
          relationship which existed between the Company or any of its parents,
          subsidiaries, affiliates, or predecessors, and Executive. It is understood and
          agreed that this Release is intended to cover all actions, causes of action,
          claims or demands for any damage, loss or injury, which may be traced either
          directly or indirectly to the aforesaid employment relationship, or the
          termination of that relationship, that Executive has, had or purports to have,
          from the beginning of time to the date of this Release, whether known or
          unknown, that now exists, no matter how remotely they may be related to the
          aforesaid employment relationship including but not limited to claims for
          employment discrimination under federal or state law, except as provided in
          Paragraph 2; claims arising under Title VII of the Civil Rights Act, 42 U.S.C.
          &sect; 2000(e), et seq. or the Americans With Disabilities Act, 42 U.S.C. &sect;
          12101 et seq.; claims for statutory or common law wrongful discharge, including
          any claims arising under the Fair Labor Standards Act, 29 U.S.C. &sect; 201 et
          seq.; claims for attorney&#146;s fees, expenses and costs; claims for
          defamation; claims for wages or vacation pay; claims for benefits, including any
          claims arising under the Employee Retirement Income Security Act, 29 U.S.C.
          &sect; 1001, et seq.; and provided, however, that nothing herein will release
          the Company of its obligations to Executive under the Employment Agreement or
          any other contractual obligations between the Company or its affiliates and
          Executive, or any indemnification obligations to Executive under the
          Company&#146;s bylaws, certificate of incorporation, Delaware law or otherwise. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <U>Release of Claims Under Age Discrimination in Employment Act</U>. Without
          limiting the generality of the foregoing, Executive agrees that by executing
          this Release, he has released and waived any and all claims he has or may have
          as of the date of this Release for age discrimination under the Age
          Discrimination in Employment Act, 29 U.S.C. &sect; 621, et seq. It is understood
          that Executive is advised to consult with an attorney prior to executing this
          Release; that he in fact has consulted a knowledgeable, competent attorney
          regarding this Release; that he may, before executing this Release, consider
          this Release for a period of twenty-one (21) calendar days; and that the
          consideration he receives for this Release is in addition to amounts to which he
          was already entitled. It is further understood that this Release is not
          effective until seven (7) calendar days after the execution of this Release and
          that Executive may revoke this Release within seven (7) calendar days from the
          date of execution hereof. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. </FONT></TD>
          <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Executive agrees that he has carefully read this Release and is signing it
          voluntarily. Executive acknowledges that he has had twenty one (21) days from
          receipt of this Release to review it prior to signing or that, if Executive is
          signing this Release prior to the expiration of such 21-day period, Executive is
          waiving his right to review the Release for such full 21-day period prior to
          signing it. Executive has the right to revoke this release within seven (7) days
          following the date of its execution by him. However, if Executive revokes this
          Release within such seven (7) day period, no severance benefit will be payable
          to him under the Employment Agreement and he will return to the Company any such
          payment received prior to that date. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXECUTIVE
HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT CONSTITUTES A GENERAL RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT. EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT WITH
AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF THIS RELEASE AND
THAT HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE
COMPANY FROM ALL SUCH CLAIMS. </FONT></P>

<PRE>
                                                     EXECUTIVE:


                                                     __________________________


</PRE>

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