EX-10.1






Larry A. Frakes

President and Chief Executive Officer

United America Indemnity, Ltd.




First Amendment to 

the Amended and Restated Employment Agreement




RECITALS




On May 10, 2007 (the “Effective Date”), Larry A. Frakes (“Executive”) and United America
Indemnity, Ltd. (the “Company”) entered into an agreement regarding Executive’s employment by the
Company in the capacity of President and Chief Operating Officer (the “Prior Agreement”).



On June 28, 2007, Executive was promoted to President and Chief Executive Officer of the Company.



On February 5, 2008 the Company and Executive amended the Prior Agreement in order to, among
other things, provide for the cancellation and re-grant of certain stock options previously
granted to Executive. The Prior Agreement was amended and restated in its entirety and superseded
in all respects by an Amended and Restated Employment Agreement dated as of February 5, 2008 (the
“Amended and Restated Agreement”).



On August 14, 2009 the Company and Executive have executed this first amendment to the Amended
and Restated Agreement in order to, among other things, provide for the re-set and extended
vesting of certain stock options previously re-granted to Executive and to make other changes by
execution of this First Amendment to the Amended and Restated Agreement (the “Amended
Agreement”).



AMENDED AGREEMENT




	 	1.	 	Paragraph 2.2 of Exhibit A, the Time Vesting Share Option Agreement, of the Amended
and Restated Agreement is hereby amended to make the Exercise Price ELEVEN DOLLARS AND
NINETY CENTS ($11.90).	 






	 	2.	 	Paragraph 2.2 of Exhibit B, the Performance Vesting Share Option Agreement, of the
Amended and Restated Agreement is hereby amended to make the Exercise Price ELEVEN
DOLLARS AND NINETY CENTS ($11.90).	 






	 	 	 	3.	 




1









Paragraph B of the section entitled Time Vesting Options of the Amended and Restated
Agreement is replaced by the following new paragraph:




	 	B.	 	Time Vesting
Options: 12.5% of the Stock Options shall vest on each
of December 31, 2008 December 31, 2010, December 31,
2011, and December 31, 2012 (aggregating 50% of the
Stock Options) if Executive is employed by the
Company and in good standing as of such respective
dates.






	 	4.	 	Section a of Paragraph C entitled Performance Vesting Options of the Amended and
Restated Agreement is replaced by the following new paragraph:	 






	 	C.	 	Performance
Vesting Options:






	 	 	 	a.
An additional 12.5% of the Stock Options shall
provisionally vest on each of December 31, 2008,
December 31, 2010, December 31, 2011 and
December 31, 2012 (aggregating the remaining 50%
of the Stock Options (the “Performance Stock
Options”)) if, in addition to the criteria
described below, on such dates
Executive is employed by the Company
and in good standing. The number of
provisionally vested Performance Stock Options
in respect to a calendar year that shall vest
conclusively shall be determined by multiplying
the number of such provisionally vested
Performance Stock Options by a fraction, the
numerator of which fraction shall equal the
excess over 90 of the Trued-Up Performance Score
for the Target Year inclusive of the date on
which such Performance Stock Options
provisionally vested (capped at ten for this
purpose) and the denominator of which fraction
shall equal ten.





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on August 14, 2009.



UNITED AMERICA INDEMNITY, LTD.



	 	 	 
	By /s/ Saul A. Fox	 	/s/ Larry A. Frakes
	SAUL A. FOX 

	 	LARRY A. FRAKES
	Chairman of the Board

	 	








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