exv10w44










Exhibit 10.44




SAFETY NATIONAL CASUALTY CORPORATION

EMPLOYMENT AGREEMENT



     This Employment Agreement (this “Agreement”) has been entered into as of the 14th
day of February, 2008 by and between Safety National Casualty Corporation, a Missouri stock
insurance corporation (the “Company”), and Mark A. Wilhelm, an individual and resident of the State
of Missouri (the “Executive”).



RECITALS




     The Board of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its sole shareholder to reinforce and encourage the continued
attention and dedication of the Executive to the Company as a member of the Company’s management
and to assure that the Company will have the continued dedication of the Executive. The Board
desires to provide for the continued employment of the Executive on the terms hereof, and the
Executive is willing to commit himself to continue to serve the Company. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this Agreement.



IT IS AGREED AS FOLLOWS:




Section 1: Definitions and Construction.




     1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings specified below, unless the
context plainly requires a different meaning.




     1.1(a) “Board” means the Board of Directors of the Company.




     1.1(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.




     1.1(c) “Company Management” includes Duane A. Hercules, Terrence T. Schoeninger, Gerald
R. Scott, and Mark A. Wilhelm, or such of them as are then serving as executives or officers
of the Company; provided that, in the case of Sections 3.3 and 3.5, such term shall not
include the Executive., or such of them as are then serving as executives or officers of the
Company; provided that, in the case of Sections 3.3 and 3.5, such term shall not include the
Executive.




     1.1(d) “Employment Period” means the period beginning on the Effective Date and ending
on December 31, 2012.




     1.1(e) “Effective Date” shall mean January 1, 2008.



 









 






     1.1(f) “Term” means the period that begins on the Effective Date and ends on the
earlier of: (i) the close of business on December 31, 2012 or the close of business on the
last day of any Renewal Term (as hereinafter defined), if applicable, or (ii) the Date of
Termination as defined in Section 3.7.



     1.2 Gender and Number. When appropriate, pronouns in this Agreement used in the masculine
gender include the feminine gender, words in the singular include the plural, and words in the
plural include the singular.



     1.3 Headings. All headings in this Agreement are included solely for ease of reference and do
not bear on the interpretation of the text. Accordingly, as used in this Agreement, the term
“Section” means the text that accompanies
the specified Section of this Agreement.



Section 2: Terms and Conditions of Employment.




     2.1 Period of Employment. Throughout the Term, the Executive shall remain in the employ of
the Company in accordance with the terms and provisions of this Agreement.



     2.2 Positions and Duties.




     2.2(a) Throughout the Term, the Executive’s position (including status, offices, titles
and reporting requirements), authority, duties and responsibilities shall be commensurate in
all material respects with those assigned to, or held and exercised by, the Executive on the
Effective Date, subject to the modification thereof on or about April 1, 2008 pursuant to
the Company’s management succession plan as described in the press release issued by the
Company’s indirect parent company, Delphi Financial Group, Inc. (“Delphi”), on June 19,
2007.




     2.2(b) Throughout the Term (but excluding any periods of vacation and sick leave to
which he is entitled), the Executive shall devote full attention and time during normal
business hours to the business and affairs of the Company and shall use his best efforts to
perform faithfully and efficiently such responsibilities as are assigned to him under or in
accordance with this Agreement; provided that, it shall not be a violation of this paragraph
for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii)
deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so
long as such activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with this
Agreement.



     2.3 Situs of Employment. Throughout the Term, the Executive’s services shall be performed at
the headquarters and operations center of the Company which shall be located within a five (5) mile
radius of the office in St. Louis, Missouri where the Executive was employed on the Effective Date.



     2.4 Compensation. The Executive’s annual compensation and other benefits described in this
Section 2.4 shall be provided by the Company.



2









 






     2.4(a) Annual Base Salary. For the first calendar year within the Term, the Executive
shall receive an annual base
salary of six hundred thirty-three thousand one hundred and ninety-five Dollars ($633,195),
which shall be paid in equal or substantially equal biweekly installments. During the Term,
the annual base salary payable to the Executive shall be reviewed thereafter by the Board
and the Compensation Committee of the Board of Directors of Delphi (the “Delphi Committee”)
as deemed appropriate by such committee, at least annually and may be adjusted upward as a
result of such review, provided, however that such annual base salary shall not be reduced
after any increase thereof. “Annual Base Salary” as used herein shall mean the annual base
salary in effect for the then-current year.




     2.4(b) Discretionary Performance Bonus. In addition to the Annual Base Salary, the
Executive shall be eligible to receive an annual Performance Bonus, the payment of any such
bonus and the amount thereof to be in the sole and complete discretion of the Board, subject
to the review and approval thereof by the Delphi Committee, to extent deemed appropriate by
such committee. Any annual Performance Bonus shall be paid in cash in a lump sum after the
end of the calendar year for which such bonus is paid no later than March 15 following such
calendar year, unless deferred at the Executive’s option in accordance with the provisions
of any applicable deferred compensation plan of the Company or its subsidiaries in effect
from time to time.




     2.4(c) Christmas Bonus. In addition to the Annual Base Salary and any Performance
Bonus, the Executive shall be awarded an annual Christmas Bonus in an amount equal to
1/24th of the Annual Base Salary.




     2.4(d) Incentive, Savings and Retirement Plans. Throughout the Term, the Executive
shall be entitled to participate in all incentive, savings and retirement plans generally
available to other peer executives of the Company.




     2.4(e) Welfare Benefit Plans. Throughout the Term (and thereafter, to the extent
provided in Section 4.1(c)), the Executive and/or the Executive’s family, as the case may
be, shall be eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company or by Delphi with
respect to the employees of the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally available to
other peer executives of the Company.




     2.4(f) Expenses. Throughout the Term, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive in accordance
with the policies, practices and procedures generally applicable to other peer executives of
the Company.




     2.4(g) Fringe Benefits. Throughout the Term, the Executive shall be entitled to such
fringe benefits as generally are provided as of the Effective Date to other peer executives
of the Company, including, without limitation, as of the date hereof



3









 






reimbursement for the
dues incurred by the Executive in connection with professional associations, societies and
organizations which the Executive and the Company deem appropriate for the performance of
his duties hereunder.




     2.4(h) Office and Support Staff. Throughout the Term, the Executive shall be entitled
to an office or offices of a size and with furnishings and other appointments, and to
secretarial and other assistance, at least equal to those generally provided to other peer
executives of the Company.




     2.4(i) Vacation. Throughout the Term of this Agreement, the Executive shall be
entitled to paid vacation at least equal to plans, policies, programs and practices
generally provided with respect to other peer executives of the Company.



Section 3. Termination of Employment.




     3.1 Death. The Executive’s employment shall terminate automatically upon the Executive’s
death during the Employment Period.



     3.2 Disability. If the Company determines in good faith that the Disability of the Executive
has occurred during the Employment Period (pursuant to the definition of Disability set forth
below), it may give to the Executive a Notice of Termination (as defined in Section 3.6). In such
event, the Executive’s employment with the Company shall terminate effective on the thirtieth
(30th) day after receipt of such notice by the Executive (the “Disability Effective
Date”), provided that, within the thirty (30) days after such receipt, the Executive shall not have
returned to full-time performance
of the Executive’s duties. For purposes of this Agreement, “Disability” shall have the meaning set
forth in the Company’s then-current long-term disability policy or, if no such policy is then in
effect, “Disability” shall mean that the Executive has been unable to perform the services required
of the Executive hereunder on a full-time basis for a period of one hundred eighty (180)
consecutive business days by reason of a physical and/or mental condition which has been certified
by a physician selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative (such agreement as to acceptability not to be withheld
unreasonably).



     3.3 Termination for Cause. Upon the unanimous recommendation of the Company Management, the
Board may terminate the Executive’s employment during the Employment Period for “Cause”, which
shall mean termination based upon (i) the Executive’s willful and continued failure to perform
substantially his duties with the Company (other than as a result of incapacity due to physical or
mental condition), after a demand for substantial performance is delivered to him by the Company
Management, which specifically identifies the manner in which the Executive has not substantially
performed his duties, (ii) the Executive’s willful commission of misconduct which is materially
injurious to the Company, monetarily or otherwise, (iii) the Executive’s material breach of any
provision of this Agreement, (iv) the Department of Insurance of the State of Missouri or the
regulatory authority in any state in which the Company may then be domiciled, issues a written
recommendation, direction or order which prohibits the Executive from continuing to serve as an
executive officer of the Company; or (v) the Executive’s conviction of or plea of nolo contendere
to a felony, provided that any right of



4









 




appeal has been exercised or has lapsed. For purposes of
this paragraph, no act or failure to act on the Executive’s part shall be considered “willful”
unless done, or omitted to be done, without good faith and without reasonable belief that the act
or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for Cause unless and until (i) he receives a Notice of
Termination (as defined in Section 3.6) from the Company Management, (ii) he is given the
opportunity, with counsel, to be heard before the Company Management, and (iii) the Company
Management finds, in its good faith opinion, that the Executive was guilty of the conduct set forth
in the Notice of Termination.




     3.4 Good Reason. The Executive may terminate his employment
with the Company for “Good Reason”, which shall mean termination based upon:




     (i) the assignment to the Executive of any duties inconsistent in any respect with the
Executive’s position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 2.2 or any other action by
the Company which results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose any action not taken in bad faith and which is
remedied by the Company within thirty (30) days after receipt of written notice thereof
given by the Executive;




     (ii) (a) the failure by the Company or any affiliate of the Company to continue in
effect any benefit or compensation plan, stock ownership plan, life insurance plan, health
and accident plan or disability plan to which the Executive is entitled as specified in
Section 2.4 such that any or all of such failures shall materially and adversely affect the
Executive’s benefits or compensation hereunder taken as a whole unless any such
discontinuation of any such benefit or plan is applicable to all Company executives, (b) the
taking of any action by the Company which would adversely affect the Executive’s
participation in, or materially reduce the Executive’s benefits under, any plans described
in Section 2.4 such that the taking of any such action or actions shall materially and
adversely affect the Executive’s benefits or compensation hereunder taken as a whole unless
any such reduction in benefits is applicable to all plan participants, or deprive the
Executive of any material fringe benefit enjoyed by the Executive as described in Section
2.4(g), or (c) the failure by the Company to provide the Executive with the number of paid
vacation days to which the Executive is entitled as described in Section 2.4(i) such that
any or all of such failures shall materially and adversely affect the Executive’s benefits
or compensation hereunder taken as a whole, excluding any failure or action of the
type described in the preceding clauses (a), (b) or (c), if such failure or action is
remedied by the Company within thirty (30) days after receipt of written notice thereof
given by the Executive;




     (iii) the Company’s requiring the Executive to be based at any office or location
other than as described in Section 2.3, unless remedied by the Company within thirty (30)
days after receipt of written notice thereof given by the Executive;



5









 






     (iv) a material breach by the Company of any provision of this Agreement, unless
remedied by the Company within thirty (30) days after receipt of written notice thereof
given by the Executive; or




     (v) any purported termination by the Company of the Executive’s employment otherwise
than as expressly permitted by this Agreement, unless remedied by the Company within thirty
(30) days after receipt of written notice thereof given by the Executive.



     3.5 Annual Termination Option. With the unanimous consent of the Company Management, the
Board may terminate the Executive’s employment hereunder upon its determination that the Executive
has failed to satisfactorily perform his duties hereunder as an executive of the Company (the
“Annual Termination Option”) by giving the Executive Notice of Termination (as defined in Section
3.6), which notice will be signed on behalf of the Board and by each member of the Company
Management and shall be given not more than fifteen days prior to the first day of January of the
then current year of the Term and not less than ten days prior to such first day of January, which
termination shall become effective on December 31 of the then current year.



     3.6 Notice of Termination. Any termination by the Company for Cause or Disability, or by the
Executive for or without Good Reason, shall be communicated by Notice of Termination to the other
party, given accordance with Section 7.1. For purposes of this Agreement, a “Notice of
Termination” means a written notice which, except as otherwise provided for herein, (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 the Executive’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
Date of Termination (which date shall be not more than fifteen (15) days after the giving of such
notice). The failure by the Executive or the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any
right of the Executive or the Company hereunder or
preclude the Executive or the Company from asserting such fact or circumstance in enforcing the
Executive’s or the Company’s rights hereunder.



     3.7 Date of Termination. “Date of Termination” means (i) if the Executive’s employment is
terminated by the Company for Cause, or by the Executive for or without Good Reason, the Date of
Termination shall be the date of receipt by the Executive or the Company, as applicable, of the
Notice of Termination or any later date specified therein, as the case may be, (ii) if the
Executive’s employment is terminated by reason of death or Disability, the Date of Termination
shall be the date of death of the Executive or the Disability Effective Date, as the case may be,
(iii) if the Executive’s employment is terminated pursuant to the Annual Termination Option, the
Date of Termination shall be December 31 of the then current year or (iv) if the Executive’s
employment is terminated by the Company other than for Cause, Death, Disability or pursuant to the
Annual Termination Option, the Date of Termination shall be the date of receipt of the Notice of
Termination.



6









 






Section 4: Certain Benefits Upon Termination.




     4.1 Termination for Good Reason or Other Than For Cause. If, during the Employment Period:
(i) the Company shall terminate the Executive’s employment other than for Cause (except where such
termination is pursuant to the Annual Termination Option), or (ii) the Executive shall terminate
employment with the Company for Good Reason, the Executive shall be entitled to the benefits
provided below:




     4.1(a) “Accrued Obligations”: Five (5) business days after the Date of Termination,
the Company shall pay to the Executive the sum of the Executive’s Annual Base Salary through
the Date of Termination to the extent not previously paid, and any accrued vacation pay; in
each case to the extent not previously paid.




     4.1(b) “Lump Sum Payment”: Subject to Section 7.7 hereof, five business days after the
Date of Termination, the Company shall make a lump-sum cash payment to the Executive in an
amount equal to the Executive’s base salary that the Executive would be entitled to receive
from the Company for the longer of: (i) the remainder of the Employment Period or (ii) 18
months, at the rate of the then-current Annual Base Salary of the Executive.




     4.1(c) “Welfare Benefit Continuation”: For at least the longer of: (i) the remainder
of the Employment Period or (ii) 18 months after the Date of Termination, or for such longer
period as any plan, program, practice or policy may provide or as otherwise set forth
herein, the benefits to the Executive and/or the Executive’s family at least equal to those
which would have been provided to them in accordance with the plans, programs, practices and
policies described in Section 2.4(e) shall continue as if the Executive’s employment had not
been terminated, in accordance with the plans, practices, programs or polices of the Company
as those provided generally to other peer executives and their families; provided, however,
that if the Executive becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under another employer-provided plan, the medical and
other welfare benefits described herein shall be secondary to those provided under such
other plan during such applicable period of eligibility. For purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans, practices,
programs and policies, the Executive shall be considered to have remained employed until the
end of the Employment Period and to have retired on the last day of such period.




     4.1(d) “Other Benefits”: To the extent not previously paid or provided, the Company
shall timely pay or provide to the Executive and/or the Executive’s family any other amounts
or benefits required to be paid or provided for which the Executive and/or the Executive’s
family is currently participating and is eligible to receive pursuant to this Agreement and
under any plan, program, policy or practice or contract or agreement of the Company provided
generally to other peer executives and their families, including any compensation
previously deferred by the Executive (together with any accrued interest or earnings
thereon).



7









 





     4.2 Death. If the Executive’s employment is terminated by reason of the Executive’s death
during the Employment Period, this Agreement shall terminate without further obligations to the
Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued
Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive’s estate or
beneficiary, as applicable, in a lump sum in cash five (5) days after the Date of Termination),
(ii) payment of the current Annual Base Salary to the Executive’s estate or beneficiary, as
applicable, for a period of six months from the date of death as would have been paid to the
Executive had the Executive remained in the Company’s employ throughout such six-month period and
(iii) the timely payment or provision of Other Benefits (as defined in Section 4.1(d)), including
death benefits pursuant to the terms of any plan, policy or arrangement of the Company.



     4.3 Disability. If the Executive’s employment is terminated by reason of the Executive’s
Disability during the Employment Period, this Agreement shall terminate without further obligations
to the Executive, other than for (i) payment of Accrued Obligations (as defined in Section 4.1(a))
(which shall be paid to the Executive in a lump sum in cash five (5) days after the Date of
Termination), (ii) if and only if there is no long-term disability plan covering the Executive,
payment, subject to Section 7.7 below, in a lump sum in cash five (5) days after the Date of
Termination, of an amount equal to the current Annual Base Salary as in effect on the Disability
Effective Date that would have been paid to the Executive had the Executive remained in the
Company’s employ through the six-month period following the Disability Effective Date, and (iii)
the timely payment or provision of Other Benefits (as defined in Section 4.1(d)) including
disability benefits pursuant to the terms of any plan, policy or arrangement of the Company.



     4.4 Termination for Cause, Pursuant to the Annual Termination Option or for Other than Good
Reason. If the Executive’s employment shall be terminated for Cause or pursuant to the Annual
Termination Option during the Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the Executive Accrued Obligations
(as defined in Section 4.1(a)). If the Executive terminates his employment with the Company during
the Employment Period (excluding a termination for Good Reason), this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations (as defined in
Section 4.1(a)) and the timely payment or provision of Other Benefits (as defined in Section
4.1(d)). In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in
cash within thirty (30) days of the Date of Termination, with the date of payment within such
thirty (30) day period to be determined by the Company. If the Executive’s employment shall
terminate for the reasons stated in this Section, the provisions of Section 5 shall continue to
apply.



     4.5 Non-Exclusivity of Rights. Except as provided in Section 4.1(c) and Section 5.4, nothing
in this Agreement shall prevent or limit the Executive’s continuing or future participation in any
plan, program, policy or practice provided by the Company or an affiliate of the Company and for
which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as
the Executive may have under any other contract or agreement with the Company. Amounts which are
vested benefits which the Executive is otherwise entitled to receive under any plan, program,
policy or practice of, or any contract or agreement with, the




8









 




Company  or an affiliate of the Company at
or subsequent to the Date of Termination, shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly modified by this Agreement.




     4.6 Full Settlement. The Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the Company may have
against the Executive or others.



     4.7 Resolution of Disputes. If there shall be any dispute between the Company and the
Executive (i) in the event of any termination of the Executive’s employment by the Company, whether
such termination was for Cause or pursuant to the Annual Termination Option, or (ii) in the event
of any termination of employment by the Executive, as to whether Good Reason existed, then, unless
and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring
that such termination was for Cause or pursuant to the Annual Termination Option or that the
determination by the Executive of the existence of Good Reason was not made in good faith, the
Company shall, subject to Section 7.7 below, pay into an escrow account with a financial
institution selected by the Executive (which escrowed funds shall not be withdrawn until such a
final, nonappealable judgment is rendered with respect thereto) all amounts that the Company would
be required to pay or provide pursuant to Section 4.1 as though such termination were by the
Company other than for Cause (but not pursuant to the Annual Termination Option) or by the
Executive with Good Reason, and the Company shall provide all benefits (or cause the provision
thereof), to the Executive and or the Executive’s family or other beneficiaries, as the case may
be, that the Company would be required to pay or provide pursuant to Section 4.1 as though such
termination were by the Company other than for Cause (but not pursuant to the Annual Termination
Option) or by the Executive with Good Reason.



Section 5:
Non-Competition; Confidential Information; Other Company Employees; Injunctive Relief; Enforcement




     5.1 Non-Compete Agreement.




     5.1(a) It is agreed that either: (i) during the Term of this Agreement and for a
period ending two years thereafter; or (ii) if the Executive’s employment is terminated
during the Term of this Agreement for Cause or
by the Executive for other than Good Reason, then until the date two years after the Date of
Termination (such two-year period, along with the two-year period referenced in the
preceding clause (i), the “Restricted Period”), the Executive shall not, directly or
indirectly, compete in any way with the business of the Company. For the purposes of this
Section 5.1, the term “compete in any way with the business of the Company” shall mean the
entering into or attempting to enter into any business competitive with the excess workers’
compensation, large deductible, primary workers’ compensation, surety, bail bonds, captive
insurance products or program business of the Company in any geographic area where the
Company conducts business during the Term; and/or the entering into or attempting to enter
into any competitive business transactions with any insured client or prospect of the
Company. The words “directly or indirectly” as they modify the word “compete” shall



9









 






include
acting as a director, officer, agent, representative, employee or consultant of any
enterprise which so competes and includes any direct or indirect participation in such
competing enterprise as a material creditor, owner, lender, partner, limited partner, joint
venturer, or stockholder (except as a stockholder holding less than one percent interest in
a corporation whose shares are traded on a national securities exchange or quoted on the
National Association of Securities Dealers Automated Quotation System).




     5.1(b) In addition to the provisions of Section 5.1(a), the Executive agrees that, if
the Executive’s employment is terminated during the Term of this Agreement, regardless of
the reason for such termination, the Executive will not, in concert or coordination with any
of the other individuals comprising Company Management on the date hereof (including but not
limited to acting in any of the capacities referenced in the third sentence of Section
5.1(a) for the same competing enterprise or affiliated competing enterprises), directly or
indirectly compete in any way with the business of the Company for a period of two years
following the Date of Termination.



     5.2 Confidential Information. Employee shall not, either directly or indirectly, except as
required in the course of Employee’s duties with the Company, disclose or use at any time, during
his employment or after its termination, any Confidential and Proprietary Information (as defined
below) of the Company,
which is or has been discovered, developed or provided during the course of his employment. All
Confidential and Proprietary Information of the Company to which Employee is provided access, uses,
acquires or develops, shall be and continue to be the sole property of the Company. At the
termination of employment, Employee shall return to the possession of the Company, any materials or
copies involving any Confidential and Proprietary Information and shall not retain any such
materials or make and retain any copies thereof. Confidential and Proprietary Information is
defined to include all secret or confidential information, knowledge or data which shall have been
obtained by the Executive during his employment with the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the Executive in
violation of this Agreement), including but not limited to the following: (1) client, customer,
policyholder, renewal, broker/agent, or service company lists; (2) specific quotations and rating,
pricing or premium information for a book or segment of a book of business; (3) specific claim
information and claim history or development information, including actuarial information, for a
book or segment of a book of business; (4) presentations, quotations, feasibility studies, and
reports pertaining to excess workers’ compensation, large deductible/primary workers’ compensation,
captive insurance products and/or program business; (5) any financial information not generally
available to the public through the annual statement; (6) reinsurance structure including identity
of reinsurers, pricing, coverage, terms, etc.; and (7) any documents, copies, computer listings,
computer programs, disks, tapes, system documentation and manuals containing the above referenced
information.



     5.3 Other Company Employees. While Employee is employed by the Company and during the
Restricted Period, Employee will not employ, solicit, attempt to employ or assist anyone else in
employing in any capacity any other person who is employed by the Company. Employee recognizes
that such persons, in varying degrees, have access to Confidential and Proprietary Information, and
that Employee’s solicitation or assistance in the solicitation of such



10









 




persons would be seriously
disruptive to the Company, and that such solicitations would undermine the confidentiality of
proprietary information, and impair the relationship between the Company and its employees.




     5.4 Injunctive Relief; Effect on Options. The Executive acknowledges that it would be
difficult to measure the damage to the Company from any breach by the Executive of the terms set
forth in Sections 5.1, 5.2, or 5.3 (each, a “Section 5 Breach”), that injury to the Company from
any such breach would be incalculable and irremediable, and that monetary damages would therefore
be an inadequate remedy for any such breach. Accordingly, the Executive agrees that in the event
of a Section 5 Breach, in addition to any other remedies the Company may have, (a) the Company
shall be entitled to a preliminary and permanent injunction to restrain any such breach by the
Executive and (b) notwithstanding anything to the contrary contained in the Award Agreement, the
Options shall be forfeited and terminate in their entirety. Upon a final, nonappealable judgment
by a court of competent jurisdiction declaring that the Executive has committed a Section 5 Breach,
he shall indemnify the Company and hold the Company harmless against any loss, cost, liability or
expense incurred by the Company by reason of such breach.



     5.5 Survival of Provisions. Notwithstanding any other provision of this Agreement to the
contrary, the provisions of this Section 5 shall survive the termination of this Agreement to the
extent set forth in this Section 5.



     5.6 Enforcement. To the extent that the terms set forth in this Section 5 or any word,
phrase, clause, or sentence thereof (including without limitation any geographical or temporal
restrictions contained in this Section 5) shall be found to be illegal or unenforceable for any
reason, such word, phrase, clause or sentence shall be modified or deleted in such a manner so as
to afford the Company the fullest protection commensurate with making this Section 5, as modified,
legal and enforceable under applicable laws, and the balance of this Section 5, or part thereof,
shall not be affected thereby, the balance being construed as severable and independent.


Section 6: Mergers and Consolidations; Assignability. If the Company is merged or consolidated
into or with any other entity or entities, or in the event that substantially all of the assets of
the Company or any such entity are sold or otherwise transferred to another entity, the provisions
of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity or
the entity resulting from such merger, conversion or consolidation or the entity to which such
assets are sold or transferred. In addition, this Agreement shall be binding upon the Company and
its subsidiaries, if any, and any successor entity including any receiver, rehabilitator,
liquidator or regulator. Except as provided in the immediately
preceding sentence, this Agreement shall not be assignable by the Company or any such entity. This
Agreement shall not be assignable by the Executive, but in the event of his death it shall be
binding upon and inure to the benefit of the Executive’s legal representatives, heirs and executors
to the extent required to effectuate its terms. This Agreement shall be binding upon and shall
inure to the benefit of the Company and any successor or assignee of the Company. For the purposes
of this Agreement, the term “successor” shall include any person, firm, corporation or other
business entity which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company.




11









 








Section 7: Miscellaneous.




     7.1 Notice. For purposes of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or
mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below or to such other address as one party may have furnished to
the other writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.


Notice to Executive:



Mark A. Wilhelm

8 Lochinvar

Town & Country, MO 63131



Notice to the Company:



Safety National Casualty Corporation

2043 Woodland Parkway

Suite 200

St. Louis, Missouri 63146

Attn: Chairman



With a copy to:



Delphi Capital Management, Inc.

590 Madison Avenue, 30th Floor

New York, New York 10022

Attention: President




     7.2 Validity. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.



     7.3 Withholding. The Company may withhold from any amounts payable under this Agreement such
federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or
regulation or shall have been elected by the Executive.



     7.4 Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with
any provision hereof or any other provision of this Agreement or the failure to assert any right
the Executive or the Company may be hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.



     7.5 Indemnification of Executive. If the Company breaches any section of this Agreement, the
Executive shall be entitled to pursue his remedies at law, and the Company agrees to indemnify the
Executive and hold the Executive harmless against any loss, cost,



12









 






liability or expense incurred by
the Executive by reason of the breach or non-fulfillment of any agreement, representation or
warranty contained in this Agreement.




     7.6 Applicable Law; Entire Agreement; Amendment. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without reference to its conflict
of law principles. This Agreement contains the entire agreement of the parties hereto with respect
to the subject matter hereof and supersedes any and all other agreements regarding the same whether
oral or in writing. This Agreement shall be amended only pursuant to a written instrument executed
by the Executive and the Company, which instrument shall be subject to the prior written consent of
Delphi.



     7.7 Section 409A. It is intended that this Agreement will comply with Section 409A of the
Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject
thereto, and the Agreement shall be interpreted on a basis consistent with such intent.
Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the
date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be
a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to
any payment that is required to be
delayed pursuant to Section 409A(a)(2)(B) of the Code, the portion, if any, of such payment so
required to be delayed shall not be made prior to the earlier of (i) the expiration of the six
(6)-month period measured from the date of his “separation from service”, or (ii) the date of his
death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant
to this Section shall be paid to the Executive in a lump sum and any remaining payments due under
this Agreement shall be paid in accordance with the normal payment dates specified for them herein.
The Company shall not have any obligation to indemnify or otherwise protect the Executive from any
obligation to pay any taxes pursuant to Section 409A of the Code. Notwithstanding any provision of
this Agreement to the contrary, for purposes of Section 4 the Executive will be deemed to have
terminated his employment on the date of his “separation from service” with the Company. With
respect to all reimbursement arrangements of the Company and its subsidiaries provided for herein
that constitute deferred compensation for purposes of Section 409A of the Code, the following
conditions shall be applicable: (i) the amount eligible for reimbursement under any such
arrangement in one calendar year may not affect the amount eligible for reimbursement under such
arrangement in any other calendar year, and (ii) any reimbursement must be made on or before the
last day of the calendar year following the calendar year in which the expense was incurred.



     IN WITNESS WHEREOF, the Executive and the Company have caused this Agreement to be executed as
of the day and year first above written.



	 	 	 	 	 
	 	SAFETY NATIONAL CASUALTY CORPORATION	 
	 	 	 	 	 
	 	By:  	/s/
Chad W. Coulter 	 
	 	 	Chad W. Coulter 	 
	 	 	Assistant Secretary 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Mark A. Wilhelm 	 
	 	 	Executive:   Mark A. Wilhelm 	 
	 	 	 	 
	 




13