Unassociated Document


    


    AMENDMENT
NO. 1 TO

    EMPLOYMENT
AGREEMENT

    


    This
Amendment No. 1 (“Amendment”), dated as of March 27, 2009 (the “Effective
Date”), hereby amends the Employment Agreement dated June 1, 2005 (“the
Agreement”), by and between AmTrust North America, Inc., 59 Maiden Lane, 6th floor,
New York, New York, a Delaware corporation (the “Company”) and Michael J. Saxon,
and individual residing at 514 Brookstone Court, Copley, Ohio 44321
(Executive”).

    


    WHEREAS, in consideration of
good and valuable consideration, which is  hereby
acknowledged, the Company and Executive desire to amend the Agreement as set
 forth
herein.

    


    NOW, THEREFORE, the parties
hereto agree as follows:

    


    
      1.    
Section 5
(Disability) of
the Agreement is hereby deleted and replaced in its
entirety with the following:

    

    
      
      

    

    


    5.   
Disability.    
In the event that Executive shall be unable to perform because of illness or
incapacity, physical or mental, all the functions, duties and responsibilities
to be performed by him hereunder for a consecutive period of two (2) months or
for a total period of three (3) months during any consecutive twelve (12) month
period, the Company may terminate this Agreement effective on or after the
expiration of such period (the “Disability Period”) upon five (5) business days’
written notice to Executive specifying the termination date (the “Disability
Termination Date”).  Disability under this paragraph shall be
determined by a physician who shall be selected by the Company and approved by
Executive.  Such approval shall not be unreasonably withheld or
delayed, and a physician shall be deemed to be approved unless he or she is
disapproved in writing by Executive within ten (10) days after his or her name
is submitted.  The Company may obtain disability income insurance for
the benefit of Executive in such amounts as the Company may
determine.  Executive shall be entitled to receive his Salary payable
for the remainder of the Employment Period or one year, whichever is greater, at
the rate in effect immediately before such termination and any reimbursement of
expenses due him through the date of termination, except that Salary shall be
offset by the amount of any long term disability benefits the Company may have
elected to provide for him.

    


    
      2.    
Section 6
(Death) of the Agreement is hereby deleted and replaced in its entirety with the
following:

    

    


    6.    
Death.  In
the event of the death of Executive during the Employment Period, this Agreement
and the employment of Executive hereunder shall terminate on the date of death
of Executive.  Executive’s heirs or legal representatives shall be
entitled to receive his Salary payable for the remainder of the Employment
Period or one year, whichever is greater, at the rate in effect immediately
before such termination and any reimbursement of expenses due him through the
date of termination.


     

    
      3.    
All
other provisions of the Agreement shall remain in effect in accordance with
their terms.

    

    


    AMTRUST
NORTH AMERICA, INC.

     

    
      
        	
                By:

              	
                /s/ Stephen Ungar

              	 	
                /s/ Michael J. Saxon

              
	 
      	
                Stephen
      Ungar

              	 	
                Michael
      J. Saxon

              
	 
      	
                Secretary