Exhibit 10.12
	 

	 
		AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
	 

	 
		

	 

	 
		THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and
		between Employers Insurance Company of Nevada, a Nevada corporation ("EICN"),
		EIG Mutual Holding Company (the "Company"), and Ann W. Nelson (the "Employee"),
		is made as of January 1, 2007.
	 

	 
		

	 

	 
		WHEREAS, EICN and the Employee are parties to that certain Employment
		Agreement dated as of January 1, 2006 (the "Agreement");
	 

	 
		

	 

	 
		WHEREAS, EICN desires to assign its rights, duties, and obligations under
		the Agreement to the Company;
	 

	 
		

	 

	 
		WHEREAS, EICN, the Company and the Employee wish to amend and clarify the
		Agreement as set forth below;
	 

	 
		

	 

	 
		NOW, THEREFORE, for good and valuable consideration, the receipt and
		adequacy of which are hereby acknowledged, the parties hereto, intending to be
		legally bound, agree as follows:
	 

	 
		

	 

	 
		1.
	 

	 
		Pursuant to Section 13 of the Agreement, EICN hereby assign its rights,
		duties, and obligations under the Agreement to the Company and the Company and
		the Employee consent to such assignment.  All references to "Employers
		Insurance Company of Nevada" and/or "the Company" shall be deemed to refer to
		the Company where appropriate.
	 

	 
		

	 

	 
		2.
	 

	 
		Section 6(a)(ii) of the Agreement is hereby deleted and replaced in its
		entirety to read as follows:
	 

	 
		

	 

	 
		"Short term bonus amounts payable at targeted levels of performance under
		the Executive Bonus Plan and any other bonus plans of which the Employee has
		been a participant, pro-rated for the period of the calendar year in which the
		Employee last performed services for the Company and otherwise in accordance
		with such bonus plans in effect on the date of termination and payable within
		thirty (30) days of the effective date of the termination;"
	 

	 
		

	 

	 
		3.
	 

	 
		Section 6(a)(iii) of the Agreement is hereby deleted and replaced in its
		entirety to read as follows:
	 

	 
		

	 

	 
		"Long term bonus amounts (payable at targeted levels of performance, if
		applicable) under the Executive Bonus Plan and any other bonus plans of which
		the Employee has been a participant, pro-rated for the period of the calendar
		year in which the Employee last performed services for the Company and
		otherwise in accordance with such bonus plans in effect on the date of
		termination and payable within thirty (30) days of the effective date of the
		termination;"
	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		4.
	 

	 
		The following is hereby added as Section 26 of the Agreement:
	 

	 
		

	 

	 
		"Section 409A.  Notwithstanding anything to the contrary in this
		Agreement, the payment of consideration, compensation, and benefits pursuant to
		this Agreement shall be interpreted and administered in a manner intended to
		avoid the imposition of additional taxes under Section 409A of the Internal
		Revenue Code."
	 

	 
		

	 

	 
		5.
	 

	 
		This Amendment shall be governed by, interpreted under and construed in
		accordance with the laws of the State of Nevada.
	 

	 
		

	 

	 
		6.
	 

	 
		This Amendment may be executed in counterparts, each of which shall be an
		original and all of which shall constitute the same document.
	 

	 
		

	 

	 
		7.
	 

	 
		Except as modified by this Amendment, the Agreement is hereby confirmed
		in all respects.
	 

	 
		

	 

	 
		IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
		as of the date and the year first written above.
	 

	 
		

	 

	 
		EMPLOYERS INSURANCE COMPANY OF NEVADA
	 

	 
		

	 

	 
		

	 

	 
		/s/ Douglas D. Dirks
	 

	 
		By: Douglas D. Dirks
	 

	 
		Title: Chief Executive Officer
	 

	 
		

	 

	 
		

	 

	 
		EIG MUTUAL HOLDING COMPANY
	 

	 
		

	 

	 
		

	 

	 
		/s/ Douglas D. Dirks
	 

	 
		By: Douglas D. Dirks
	 

	 
		Title: President and Chief Executive Officer
	 

	 
		

	 

	 
		

	 

	 
		EMPLOYEE
	 

	 
		

	 

	 
		

	 

	 
		/s/ Ann W. Nelson
	 

	 
		Ann W. Nelson