Exhibit
10.1

      


      AMENDMENT
TO

      EMPLOYMENT
AGREEMENT

      


      Amendment (the “Amendment”), dated as
of October 6, 2010, to the Employment Agreement dated January 1, 2005 (the
“Agreement”) by and between AmTrust Financial Services, Inc., 59 Maiden Lane,
6th
floor, New York, New York, a Delaware corporation (the “Company”) and Barry D.
Zyskind (“Executive”).

      


      WHEREAS, the Agreement has been in
effect since January 1, 2005;

      


      WHEREAS,
pursuant to the Agreement, Executive’s current Employment Term terminates on
December 31, 2012;

      


      WHEREAS,
the Company, under Executive’s leadership, became a public company in 2006 and
has achieved significant growth in premiums, book value, assets, net income, and
earnings per share;

      


      WHEREAS,
the Company has made successful acquisitions, which have enabled the Company to
successfully enter into new lines of business and to achieve growth in its
legacy businesses;

      


      WHEREAS,
the Company has achieved excellent loss ratios and expense ratios;

      


      WHEREAS,
the Company has added approximately 1,000 employees during the Executive’s
Employment Term, more than tripling the number of employees which the Company
employed at the beginning of the term;

      


      WHEREAS,
in recognition of the foregoing, the Company, in accordance with the Agreement,
has granted salary increases to Executive and has increased the threshold profit
required for Executive to earn a Profit Bonus during the Employment
Term;

      


      WHEREAS,
the Company and Executive wish to amend the Agreement to reflect Executive’s
current salary, the current threshold profit, adjust the Profit Bonus cap and to
make certain technical changes required to ensure compliance with Sections
162(m) and 409A of the Internal Revenue Code; and

      


      WHEREAS,
this Amendment reflects changes authorized by the Compensation Committee of the
Board of Directors of the Company at a meeting thereof in March,
2010.

      


      NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and Executive (individually a “Party” and
together the “Parties”) agree to amend the Agreement as follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      reference in Section 1(a) to “Section 15 below” is hereby amended to read
      “Section 14 below”.

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                2.

              	
                The
      reference in Section 1(a)(iii) to “Sections 12 or 13” is amended to read
      “Sections 11 or 12”.

              


      

      


      
        	
                 
      

              	
                3.

              	
                The
      definition of “Good Reason” in Section 1(h) is amended by deleting
      subsection (vii) and inserting in lieu thereof the
    following:

              


      

      


      (vii)           a
material breach of the Agreement by Company that is not cured within 30 business
days after written notification by Executive of such
breach.  Notwithstanding the foregoing, any of the circumstances
described above may not serve as a basis for resignation for “Good Reason” by
Executive unless Executive has provided written notice to the Company that such
circumstance exists within 90 days of Executive’s learning of such circumstance
and the Company has failed to cure such circumstance, if curable, within 30 days
following such notice, and provided further, that Executive did not previously
consent in writing to the action leading to Executive’s claim of resignation for
“Good Reason”.

      


      
        	
                 
      

              	
                4.

              	
                Section
      3(a), Salary, is amended by changing $600,000 to
  $975,000.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Section
      4, Bonuses, is amended by deleting (a) and inserting in lieu thereof the
      following:

              


      

      


      (a)           Annual
Profit Bonus.  Provided that the pre-tax profit of Company equals or
exceeds the threshold profit for the subject Fiscal Year set forth herein,
Company shall pay Executive an amount equal to two percent (2%) of the Company’s
pre-tax profit for each Fiscal Year or portion thereof (including, for avoidance
of doubt, the full 2010 Fiscal Year) during the Employment Term, subject to a
maximum amount equal to three times Executive’s Salary as of the end of the
Fiscal Year.  For purposes of computing the Profit Bonus, profit means
Company’s revenues less expenses determined in accordance with generally
accepted accounting principles on a consistent basis.  The Annual
Profit Bonus for each Fiscal Year shall be paid on or before March 30 following
the Fiscal Year for which such Annual Profit Bonus was earned.  The
threshold profit for each Fiscal Year of the Employment Term shall be $75
million.

      


      The
threshold profit for Successive Employment Terms shall be determined by the
Board or the compensation committee thereof, provided that the threshold profit
for any Fiscal Year may not be increased by more than 10% from the threshold
profit for the prior Fiscal Year without the express written consent of
Executive.

      


      The
Profit Bonus to which the Executive may be entitled under this Section 4 shall
be made and subject to the terms of the AmTrust Financial Services, Inc. 2007
Executive Performance Plan.


      
        
           


        

        
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                6.

              	
                Section
      6, Equity Opportunity, is amended by: a) replacing the reference to the
      “Options Committee” with the “Compensation Committee”; and b) changing the
      reference to “stock options” with “equity
  awards”.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Section
      10, Termination of Employment, is amended by changing the reference in
      Subsection (b)(v) to “Section 9(a) above” with “Section 7
      above”.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Section
      10 is further amended by deleting subsection (c), Termination due to
      Death, and inserting in lieu thereof the
  following:

              


      

      


      (c)           Termination
due to Death.  In the event that Executive’s employment is terminated
due to his death, his Beneficiary shall be entitled, in addition to the
compensation and benefits specified in Section 10(b), to a lump sum payment, to
be paid within 30 days following such termination of employment, equal to the
Salary payable for the remainder of the Employment Term or for one year,
whichever is greater, at the rate in effect immediately before such
termination.

      


      
        	
                 
      

              	
                9.

              	
                Section
      10 is further amended by deleting subsection (d), Termination due to
      Disability, and inserting in lieu thereof the
  following:

              


      

      


      (d)           Termination
due to Disability.  In the event of Disability, Company or Executive
may terminate Executive’s employment.  If Executive’s employment is
terminated due to Disability, he shall be entitled, in addition to the
compensation and benefits specified in Section 10(b), to a lump sum payment, to
be paid within 30 days following such termination of employment, equal to the
Salary payable for the remainder of the Employment Term or for one year,
whichever is greater, at the rate in effect immediately before such
termination.

      


      
        	
                 
      

              	
                10.

              	
                Section
      10 is further amended by deleting subsection (f)(ii)(A) and replacing it
      with:

              


      

      


      (A)  A
lump sum payment equal to the Salary payable to him for the remainder of the
Employment Term at the rate in effect immediately before such termination which
payment shall be made to him within 30 days following his termination of
employment.

      


      
        	
                 
      

              	
                11.

              	
                Section
      10 is further amended by deleting subsection (f)(ii)(B) and replacing it
      with:

              


      

      


      (B)  A
lump sum payment equal to the annual profit bonuses for the remainder of the
Employment Term (including a prorate bonus for any partial Fiscal Year) equal to
the greater of the average of the bonuses awarded to him during the three Fiscal
Years preceding the Fiscal Year of termination or the bonus awarded to him for
the Fiscal Year immediately preceding termination which payment shall be made to
him within 30 days following his termination of employment.


      
        
           


        

        
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                12.

              	
                Section
      12, NonCompetiton/NonSolicitation, is amended by deleting the reference in
      subsection (a)(i) to “and direct
      competitor of Company during the Employment Term” and replacing it with
      “any
      direct competitor of Company during the Employment
  Term”.

              


      

      


      
        	
                 
      

              	
                13.

              	
                Section
      26, Notices, is amended to provide for notice to Executive
    at:

              


      

      


      Barry D.
Zyskind

      5417
17th
Avenue

      Brooklyn,
NY  11204

      


      
        	
                 
      

              	
                14.

              	
                The
      Agreement is amended by adding Section 29, which
  provides:

              


      

      


      29.   SECTION
409A

      


      (a)    Notwithstanding
anything to the contrary in this Agreement, (1) if at the time of Executive’s
termination of employment with the Company, Executive is a “specified employee”
as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the deferral of the commencement of any payments or benefits
otherwise payable hereunder as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under Section
409A of the Code, then the Company will defer the commencement of the payment of
any such payments or benefits hereunder (without any reduction in such payments
or benefits ultimately paid or provided to Executive) until the date that is six
months following Executive’s termination of employment with the Company (or the
earliest date as is permitted under Section 409A of the Code) and (2) if any
other payments of money or other benefits due to Executive hereunder could cause
the application of an accelerated or additional tax under Section 409A of the
Code, such payments or other benefits shall be deferred if deferral will make
such payment or other benefits compliant under Section 409A of the Code, or
otherwise such payment or other benefits shall be restructured, to the extent
possible, in a manner, determined by the Board of Directors, that does not cause
such an accelerated or additional tax.  The Company shall consult with
Executive in good faith regarding the implementation of the provisions of this
Section 29.  A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits constituting deferred compensation under
Code Section 409A upon or following a termination of employment unless such
termination of employment is also a “separation from service” within the meaning
of Code Section 409A and, for purposes of any such provision of this Agreement,
references to a termination of employment or like terms shall mean “separation
from service.”


      
        
           


        

        
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      (b)    With
regard to any provision herein that provides for reimbursement of expenses or
in-kind benefits, except as permitted by Code Section 409A, (i) the right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for
another benefit, and (ii) the amount of expenses eligible for reimbursement, or
in-kind benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year, provided that the foregoing clause (ii) shall not be violated with
regard to expenses reimbursed under any arrangement covered by Section 105(b) of
the Code solely because such expenses are subject to a limit related to the
period the arrangement is in effect.

      


      (c)     The
intent of the parties is that payment and benefits under this Agreement comply
with Section 409A of the Code and, accordingly, to the maximum extent permitted,
this Agreement shall be interpreted to be in compliance therewith.  In
no event whatsoever shall the Company be liable for any additional tax, interest
or penalty that may be imposed on Executive by Section 409A of the
Code.

      


      
        	
                 
      

              	
                15.

              	
                In
      all other respects, the Agreement shall remain in full force and effect in
      accordance with its terms.

              


      

       

      IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the dates set forth below:

      


      
        
          
            
              
                
                  	
                          AmTrust
      Financial Services, Inc.

                        	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          /s/ Stephen Ungar

                        	 
      	
                          Date:
      October 6, 2010

                        
	 
      	
                          Stephen
      Ungar

                        	 
      	 
      
	 
      	
                          Secretary
      and General Counsel

                        	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          /s/ Barry D. Zyskind

                        	 
      	
                          Date:
      October 6, 2010

                        
	 
      	
                          Barry
      D. Zyskind

                        	 
      	 
      


                

              

            

          

        

      

       

      
        
           


        

        
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