exv10w22



 




Exhibit 10.22



EMPLOYMENT AGREEMENT


     Employment Agreement made effective as of May 15, 1996 between KAYE GROUP,
INC. (“Employer”) with offices at 122 East 42nd Street, New York, New York
10168 and Michael P. Sabanos (“Employee”) residing at 62 Sherwood Drive,
Huntington, New York 11743.


     In consideration of the mutual agreements herein contained and as a
condition of employment, and for other good and valuable consideration, the
parties hereto hereby agree as follows:



	1.	 	Employment



     Employee shall be employed by the Employer, shall faithfully perform for
the Employer (and its affiliates) such duties as is required as the Employer’s
Senior Vice President – Chief Financial Officer and shall perform such other
duties of an executive, managerial or administrative nature as shall be
specified and designated from time–to–time by the Employer’s senior officers
and as are consistent with the position occupied by the Employee.



	2.	 	Representation and Warranties



     2.1  a.   Each party hereto represents and warrants that the execution
and performance of this Agreement will not conflict with, result in the breach
of, or constitute a default or violation of any other agreement by which such
party is bound.


          b.   Employee represents and warrants as follows:


               i.   no event, act or omission has occurred prior to the
effective date of this
Agreement (including without limitation any criminal conviction or failure on
his part to contest any criminal proceeding, or any judicial or administrative
decree or order by which he is bound or event affecting any business as to
which he was a director, officer employee or service provider) which would in
any manner (i) require disclosure pursuant to the provisions of Regulation S-K
promulgated under the Securities Act of 1933 regarding disclosures of
“Involvement in certain legal proceedings”; or (ii) limit his ability to serve
as the chief financial officer of a publicly held company; or (iii) occasion
the concern of any Federal or State regulatory body (including without
limitation the Securities and Exchange Commission or any body with which the
securities of the Employer may be listed) regarding Employee’s capacity,
qualification, character or fitness, or (iv) result in the refusal or inaction
of any provider of directors and officers liability insurance and/or errors and
omissions insurance and/or fidelity insurance to include Employee within its
coverage; and


               ii.   A.   In amplification of i. Above, except as disclosed in writing to
Employer, Employee has not been in any manner involved in any civil, criminal,
judicial or regulatory proceeding involving any insurance or reinsurance
company, any insurance or reinsurance broker, agent, consultant or
intermediary, and/or any entity with responsibility of any nature of kind for
the auditing of the foregoing or for the monitoring or investment of the assets
of the foregoing.


                    B.   Employee hereby discloses as follows:


                         1.   Employee as Chief Financial Officer of Kalvin-Miller
Inc. has been
involved in proceedings regarding insurance companies and brokers as part of
his employment duties. Employee has not been named as a party in any such
action or proceeding, nor is the Employee aware of any valid basis for him to
be so named.


 






 


                         2.   Employee is not aware of any allegation of misconduct on his part
with respect to such duties, whether the subject of a proceeding or action or
otherwise; nor is the Employee aware of any valid basis for any such allegation
to be made.


                    C.   Employee states and the Employer acknowledges that no further
disclosure regarding the substance or the matter referred to in B above can be
made in light of the obligation of Employee under his confidentiality
obligations to Kalvin-Miller, Inc.


     2.2   Employee represents that Employee initiated contact with Employer
and by means of such contact sought employment by the Employer. Employer did
not solicit Employee.


     2.3   Employee represents and warrants that, to the extent that Employee
heretofore received any proprietary, confidential or privileged information of
any third party, Employee is instructed and agrees to keep such information in
confidence in fulfillment of Employee’s legal, ethical and/or contractual
obligations to such third party. Employer neither requests nor desires any
disclosure of such information to Employer.


     2.4   Each party hereto represents and warrants that this Agreement is the
valid and binding obligation of such party, enforceable against such party in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors’ rights generally or by limitations on the availability of equitable
remedies.



	3.	 	Compensation



     3.1   In full consideration of Employee’s obligations and performance
under this Agreement, Employer agrees to pay Employee:


               3.1.1   An annual salary of two hundred thousand dollars ($200,000.00)
payable bi-weekly or at such other interval as Employer may establish for its
usual payroll payment and subject to required withholding or taxes, social
security, benefit payments, etc. If Employee is employed by Employer as of
February 1, 1997, Employee’s annual salary shall be increased to two hundred
twenty thousand dollars per annum ($200,000.00) payable as provided herein.


               3.1.2   A minimum bonus of ten thousand dollars ($10,000.00) and an
additional ten thousand dollar ($10,000.00) bonus if ninety-five percent (95%)
of 1996 Net Income as budgeted is achieved and an additional ten thousand
dollar ($10,000.00) bonus if on hundred percent (100%) of 1996 Net Income as
budgeted is achieved. Any bonus as is due in accordance with this section
shall be paid on or about March 31, 1997.


               3.1.3   An automobile allowance of one thousand dollars ($1,000.00) per
month. Employee shall be responsible for the proper tax reporting thereof.


     3.2   Employee may participate in Employer’s employee insurance and other
benefit plans in accordance with the provisions of such plans, unless
ineligible or as otherwise specifically provided in such plans. The Employer
reserves the right to amend, terminate and/or suspend such benefits generally.


 






 


     3.3   Employer shall grant a stock option to Employee on the effective date
of this Agreement of 10,000 shares of the Employer in accordance with its Stock
Option Plan, such options to be awarded in accordance with the procedures,
terms and conditions of such Plan.



	4.	 	Term



     4.1   The employment of Employee hereunder shall commence effective May 15,
1996.


          Such employment shall continue for an initial term of ending May 31, 1997.


          Unless notice of non-renewal is given in writing by either party prior to
February 28, 1997, such initial term shall continue for a first renewal term
ending November 30, 1997.


          Unless notice of non-renewal is given in writing by either party prior to
August 31, 1997, such initial term shall continue for a second renewal term
ending May 31, 1998.


          The foregoing periods, if active, are referred to collectively as the
“Term”.


     4.2  a.   During the Term, Employee shall not be dismissed from his
Employment by Employer except in accordance with the termination provisions of
this Agreement;


          b.   After the Term, Employee acknowledges that Employee shall be an
“employee at will” and that either parry may terminate Employee’s employment by
the Employer at any time, for any reason, or for no reason, in accordance with
the notice provision set forth below.


     4.3   Employer shall have the right to terminate this Agreement for cause at
any time without notice. As used herein, “cause” shall mean:



	 	 	 	 
	 	4.3.1	 	Loss or suspension of any professional license to the extent
required for the Employee to perform his duties;
	 	 	 	 
	 	4.3.2	 	Indictment of any criminal offense, whether or not related
to the performance of Employee’s duties;
	 	 	 	 
	 	4.3.3	 	Violation of any law or regulation applicable to the
Employer in the course of its business and/or to Employee while
fulfilling Employee’s obligations under this Agreement.
	 	 	 	 
	 	4.3.4	 	Failure or inability to perform any material duties required
hereunder where said non-performance remains uncorrected ten (10)
days after the Employer gives notice of such non-performance;
	 	 	 	 
	 	4.3.5	 	Any action whether occurring on or off the premises of the
Employer which causes or may reasonably be anticipated to cause the
Employer to be held in disrepute or to incur adverse publicity;
	 	 	 	 
	 	4.3.6	 	Willful misconduct or gross negligence in the performance or
non-performance or the obligations of the Employee’s obligations
under this Agreement;



 






 




	 	 	 	 
	 	4.3.7	 	Any non-performance of Employee’s obligations under this
Agreement; provided, however, that if the non-performance is able to
be cured, the Employee shall have a period of ten (10) days to
complete such cure following receipt of written notice from the
Employer setting forth the nature of such non-performance.




	5.	 	Employee Covenants



     5.1   Employee’s Duties


          The Employee shall devote all of Employee’s working time and effort to the
performance of his duties hereunder and shall not become personally involved in
the management of any other company, partnership or proprietorship or other
entity, other than Employer’s affiliates, without the written consent of the
Employer’s Board of Director’s. Notwithstanding the foregoing the Employee may
serve as a trustee, director or officer of not-for-profit organizations. The
Employee shall perform the services required hereunder in the greater New York
City metropolitan area; the Employee shall not be required to relocate to
another part of the country in connection with his employment hereunder.


     5.2   Ownership of Insurance Accounts


          Employee expressly agrees that any and all insurance business at any time
produced or transacted by Employee or referred to Employee by any individual or
entity, of any nature or kind, prior to and while Employee is employed by the
Employer is and shall be the permanent and exclusive property of the Employer
and shall be for the Employer’s exclusive benefit; that Employee shall have no
right at any time, whether before or after termination of Employee’s services,
in or to any insurance business of any entity produced or transacted by
Employee or such entity with the Employer; that all compensation to which
Employee may be entitled shall be determined and paid as of the date of such
termination (and shall include all amounts due and owing to me with respect to
earned commissions and bonuses accruing prior to the date of termination), and,
except as the Employer and Employee may otherwise specifically agree in
writing, Employee shall have no right or claim against the Employer or any
other and shall not be entitled to any further remuneration for or on account
or any business, premiums or commissions thereafter accruing or on any account
produced or serviced by Employee during the period of Employee’s services.


     5.3   Rights to Employee’s Work Product


          Employee agrees that any work which Employee performs, and any
proposals which Employee may make for the Employer, including, but not
limited to, proposals which Employee may develop for insurance or
self-insurance or risk management programs and/or products, shall be
the sole property of the Employer which the Employer shall be free to
use and exploit (or to decline to use or exploit) during and following
the period of Employee’s services without any right or claim on
Employee’s part.


     5.4   Protection of Confidential Information


          All records, files, manuals, lists of customers, blanks, forms,
supplies, computer programs and data files, memoranda, notes, lists,
and other documents and/or other materials, including but not limited
to, the Employer’s list of prior, current or proposed clients or
accounts, information regarding actual or potential providers or
insurance or reinsurance to the clients of the Employer, information
regarding actual or potential wholesale or specialty brokers who
assist or may


 






 




assist in finding insurance or reinsurance for clients of the Employer;
and/or information regarding the structure and operations of programs of
insurance for groups of insureds, and all copies thereof, used by Employee, or
generated, obtained or compiled by Employee or made available to the Employee
concerning Employer, its affiliates or the clients or any of their respective
affiliates shall be Employer’s or its affiliates’ property, as the case may be,
all of which shall be considered Employer’s confidential or proprietary
information, shall be kept confidential in accordance with the provisions of
this Section and any and all physical representations of such information
whether in print or on magnetic media, or the like, shall be delivered to the
Employer at any time on request, subject to the right of the Employee to lodge
copies with his legal counsel in the event such Confidential Information is
needed in connection with any future dispute or investigation. Employee will
not at any time, during or after the period of Employee’s employment, divulge
or appropriate to Employee’s own use or to the use of others, any secret,
confidential or proprietary information or knowledge regarding the Employer or
its clients, either obtained by Employee or of which Employee becomes aware in
any manner whatsoever during or in connection with Employee’s services.
Furthermore, upon any termination of employment hereunder, Employee shall
immediately deliver to Employer or its authorized representative all such
property, including all copies, then in Employee’s possession or control.


     5.5   Covenant Not to Solicit and Compete


          In consideration of the engagement of Employee’s services by Employer
hereunder, Employee agrees that for a period of two years after the date on
which Employee ceases, for any reason, to be employed by Employer or any of its
affiliates, Employee shall not, directly or indirectly (whether as an employee,
director, officer, Employer, agent, consultant, independent contractor, owner,
shareholder, partner, or otherwise), except as an employee or agent for
Employer or any of its affiliates:



	 	 	 	 
	 	5.5.1	 	solicit, accept, or service any existing or future insurance
business of any kind:
	 	 	 	 
	 	5.5.1.1	 	From any customer (including any active and/or prospective
customer who is an actual or intended object of substantive
solicitation by the Employer) of Employer or its affiliates
(whether pursuant to this Agreement or otherwise); and/or
	 	 	 	 
	 	5.5.1.2	 	from any of the parents, subsidiaries, associated entities,
successors and/or assigns of any such customer; or
	 	 	 	 
	 	5.5.2	 	assist or be employed, retained, or engaged by any person in
soliciting, accepting, or servicing any existing or future insurance
business of any kind from any of the customers referenced in Section
5.4.1; or
	 	 	 	 
	 	5.5.3	 	request, advise, and/or encourage any of the customers
referenced in Section 5.4.1, or any of the parents, subsidiaries,
associated entities, successors and/or assigns of any such
customers, to withdraw, cancel, curtail, relocate, or assign or
reassign to, or place with others any of its existing or future
insurance with respect to any new, renewal and/or replacement
policies; or



 






 




	 	 	 	 
	 	5.5.4	 	offer employment to or employ any person who is then, or had
been within six months of such offer, an employee of Employer or its
affiliates; or
	 	 	 	 
	 	5.5.5	 	solicit any employee of the Employer or its affiliates to
terminate his or her employment relation or in any way to act in a
manner detrimental to his or her employee status.



No provision of this Agreement shall be deemed to prohibit Employee from making
passive business investments or serving on the boards of directors of civic
groups or of other businesses that do not compete with Employer or its
affiliates so long as such activities do not conflict with the written policies
of Employer, including any policies requiring the disclosure of such activities
or preclude Employee from performing Employee’s obligations pursuant to this
Agreement; provided, however, that neither Employer nor its affiliates shall
have responsibility or liability for any such activities of Employee.


     5.6   Covenant to Cooperate


          Employee agrees to furnish such information and proper assistance to
Employer during and/or following the period of Employee’s services as may
reasonably be required by Employer in connection with any litigation,
regulatory or administrative investigation or proceeding in which the Employer
is or may become a party.


     5.7   Disclosure of Conflicts of Interest; Abstention from Speculation in Securities of Client.



	 	 	 	 
	 	5.7.1	 	In order to avoid actual or apparent conflicts of interest,
Employee shall take all necessary actions to disclosure to Employer
any direct or indirect ownership or financial interest in any
company, person or entity which is a service provider to Employer,
an actual or intended client of the Employer, an insurer or
reinsurer of the Employer or which is engaged in activities similar
to those engaged in by the Employer.
	 	 	 	 
	 	5.7.2	 	While Employee is employed by Employer, Employee shall
abstain from any direct or indirect acquisition of securities of the
Employer or its clients or customers except as may be specifically
approved in writing by Employer upon Employee’s own use or to that
of others any secret, confidential or proprietary information or
knowledge regarding the Employer, its clients or customers for the
purpose of speculation in the securities of any of them.



     5.8   General Requirements


          Employee shall observe such business ethics, premises security and similar
Employer requirements as may from time-to-time apply.


     5.9   Insider Trading


          Considering that the Employer is a publicly-traded corporation, Employee
hereby agrees that Employee will comply with any and all federal and state
securities laws including but not limited


 






 




to those that relate to non-disclosure of information, insider trading and
individual reporting requirements and shall specifically abstain from
discussing the Employer’s business affairs with any individual who does not
have a business need to know such information for the benefit of Employer.


     5.10   Employee Covenants to Survive Termination


          Employee Covenants under Section 5.2 through Section 5.6, inclusive, shall
survive any termination of Employee’s employment and shall thereafter continue
to be enforceable.


     5.11   Breach of Employee Covenant


          Upon any breach of any Section 5.1 through Section 5.9, inclusive (the
“Employee Covenants”), Employer shall have the right to require the Employee to
account for and pay over to the Employer and/or its affiliates, as the case may
be, all compensation, profits, monies, accruals, increments or other benefits
(collectively, “Benefits”) derived or received by him as the result of any
transactions constituting a breach of any Employee Covenant, and the Employee
shall account for an pay over such Benefits to Employer. The Employer may set
off any amounts due to the Employee under this Agreement against any amounts
owed to the Employee by the Employer. In the event that it shall be finally
determined that the Employer wrongfully offset any amounts owed by the Employer
to the Employee, the Employer shall be required to pay to the Employee such
amounts, together with any interest accrued thereon from the date said amounts
were offset to the date when paid, at the rate of the lesser of the prime rate
of interest as in effect at the Chase Manhattan Bank, N.A. or ten percent (10%)
per annum.



	6.	 	Miscellaneous



     6.1   Definition of Affiliate


          The term “affiliate”, shall be defined for the purpose of this Agreement
to mean any entity directly or indirectly controlling, controlled by or under
common control with the Employer, including but not limited to the parents,
subsidiaries and/or associated entities of the Employer.


     6.2   Notice


          All notices and other communications that are required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been
duly given if hand delivered against receipt, or mailed, registered or
certified mail, return receipt requested, postage prepaid, or delivered by
facsimile transmission as follows:



	 	 	 
	To Employee at:	 	Michael P. Sabanos

62 Sherwood Drive

Huntington, New York 11743
	 	 	 
	To Employer at:	 	Kaye Group Inc.

122 East 42nd Street

Chanin Building

New York, New York 10168

Attention: Carmin de Cespedes

Director of Human Resources



or to such other address as any party shall have specified by notice in writing
to the others.


 






 


     6.3   Applicability of Agreement   This Agreement shall apply with respect to
Employee’s services on behalf of Employer and its affiliates.


     6.4   Counterparts   This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


     6.5   Paragraph Heading   The headings of Paragraphs of this Agreement are for
convenience and reference only and hall not affect the construction or
interpretation of any of the provisions hereof.


     6.6   Severability of Agreement Provisions   It is the desire and intent of
the parties that the provisions contained in this Agreement shall be
enforceable to the fullest extent permitted by law. The invalidity and/or
unenforceability in whole or in part of any provision of this Agreement shall
not render invalid or unenforceable any other provision of this Agreement,
which instead will remain in full force and effect.


     6.7   Scope of Agreement   This Agreement contains the entire Agreement of the
parties concerning its subject matter, superseding all prior representations,
agreements, and under-standings between the parties with respect to the subject
matter herein and supersedes and nullifies all prior understandings and
agreements with respect to the subject matter thereof. This Agreement may be
changed only by a written instrument signed by both parties.


     6.8   Non-Assignability of Agreement   This Agreement may not be assigned by
Employee without the prior written consent of Employer, and any assignment
without such written consent shall be void and of no effect. Employer,
however, shall have the right to assign this Agreement which will then remain
in full force and effect between the Employer and the assignee.


     6.9   Waiver of Breach Not a Waiver of Subsequent Breaches   The waiver by
Employer or Employee of any breach of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.


     6.10   Right to Injunctive Relief   Employee hereby
acknowledges that damages at law will be an insufficient remedy for Employer in
the event of a material breach by the Employee of any of the Employee
Covenants. Therefore, it is agreed that in the event of any such material
breach or threatened breach, the Employer and/or its affiliates shall be
entitled, in addition to any other remedies and damages available at law or in
equity, to an injunction to restrain such material breach or threatened breach
thereof by Employee, Employee’s partners, agents servants, employers and/or
employees, and any other person (s) acting for or with Employee. Employee
agrees to pay any and all reasonable attorney’s fees and expenses incurred by
the Employer and/or its Affiliates in enforcing any Employee Covenant. Any
rights or remedies of either party pursuant to the provisions of this Agreement
shall be in addition to, and not in substitution of, any rights or remedies
otherwise available to either party by law.


 






 


     6.11   Own Advisors   The Employee confirms that he has exercised the
opportunity to obtain advice and counsel regarding the execution of this
Agreement from his own legal, tax, accounting and/or other professional
advisors to the extent desired by him.


     6.12   Enforceability   This Agreement shall be governed by and enforced
according to the laws of the State of New York regardless of its place of
execution or performance.


     6.13   Directors and Officers Liability Insurance   The Employer shall include
the Employee within such directors and officers liability insurance as it may
from time to time elect to maintain. The Employer shall use its reasonable
efforts to advise the Employee of the status and terms of such insurance
coverage as may be in effect, and of any cessation of coverage which may arise.
In addition to the protections arising under such insurance, the Employee
shall be entitled to indemnification to the extent generally applicable to the
Employer’s officers pursuant to charter, by-laws and applicable law and
regulation.



	7.	 	Special Compensation Entitlement



     a.  i.   If either of the following events occurs, i.e.


               (A)  the services of Employee are terminated by the
Employer without cause, or


               (B)  any materially adverse change occurs in the
title, compensation or duties of the Employee within 18 months following upon a “Change in Control”, Employee
will be entitled to a continuation of his then base compensation (and continued
participation in Company benefit plans and programs or to payment of the amount
which the Employer would have paid in his behalf) for a duration of difference
between 18 months minus the period which has elapsed following the Change in
Control until the happening of the events described in (A) or (B) above.


          ii.     The entitlement of the Employee to payments under i. above shall not
apply if the Employee is offered an employment agreement incident to a Change
in Control which continues his services and compensation as an executive
employee (regardless of whether his title and specific authority are changed)
for a term of at least 12 months.


     b.  i.   It is a condition to the entitlement of the Employee to the above
payments that Employee fulfills all obligations which continue to apply to him
after cessation of his employment.


          ii.   No payments under this Section 7 shall be made if the Employee
terminates his employment or fails to perform his required duties upon a Change
in Control.


          iii.   Any payments which might be due to Employee under the remaining
provisions of this Agreement which are applicable to periods after termination
of the services the Employee shall be credited against and shall reduce the
entitlement of the Employee to the compensation set forth above in this Section


     c.  As used herein, “Change in Control” shall mean the occurrence of (i)
and (ii) below during the term of this Agreement or at any time thereafter
while Employee continues to serve as Senior Vice President-Chief Financial
Officer of the Employer,

 






 




          (i)  any acquisition of any person or entity of shares (or rights to vote
shares) which entitle such person or entity to elect a majority of the members
of the Board of Directors of Kaye Group Inc.; and


          (ii)  within 12 months following (i) above, a change occurs in the
composition of the Board of Directors of Kaye Group Inc. such that different
individuals comprise a majority of the members of the Board of Directors of
Kaye Group Inc. as compared with the composition of the Board prior to such
change in shareholdings.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement in New
York, New York the day and year first above written.



	 	 	 
	Employee:	 	/s/ Michael P. Sabanos
	 	 	

	 	 	Michael P. Sabanos
	 	 	 
	 	 	 
	Employer:	 	Kaye Group Inc.
	 	 	 
	 	 	By: /s/ Bruce D. Guthart
	 	 	

	 	 	Bruce D. Guthart, President and Chief Executive Officer




 









 



AMENDMENT TO EMPLOYMENT AGREEMENT


               AMENDMENT dated as of March 18, 1998, by and between Kaye Group Inc., a
Delaware corporation (“Employer”), and Michael P. Sabanos (“Employee”).


               WHEREAS, Employer and Employee entered into an Employment Agreement
(“Agreement”), made effective May 15 1996, which is incorporated herein in its
entirety; and


               NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:



	1.	 	Defined Terms. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.
	 
	2.	 	Section 3.1.1 of the Agreement is hereby amended in its entirety and
replaced with the following:



     An annual salary of $250,000, payable bi-weekly or at such other interval
as Employer may establish for its usual payroll payment and subject to required
withholding of taxes, social security, benefit payments, etc.



	3.	 	Section 4.1 and 4.2 of the Agreement are hereby amended in their entirety
and replaced with the following:



     Employer and Employee acknowledge that Employee is an “employee at will.”
The employment of Employee hereunder and the Term of this Agreement (the
“Term”) shall commence on June 1, 1998, and shall continue thereafter unless
and until notice of termination is given in writing by either party at least
sixty (60) days prior to the termination date.



	4.	 	Section 5.5 of the Agreement is hereby amended in its entirety and replaced
with the following:



     Restrictive Covenant


In the event that Employee ceases to be an employee of Employer for any reason
(“Withdrawal from the Company”), Employee may conduct business in competition
with Employer. However, for the two year period immediately following the
Withdrawal from the Company, Employee may not:


(i)  solicit, join, provide services to, advise, give assistance to, or contact
any person or entity who was a client of Employer, or any employee of such
client, with respect to the provision of insurance or insurance-related
services;


(ii)  solicit any persons or entities who, to the knowledge of Employee, are or
were identified through leads developed while Employee was employed by
Employer;


 






 


(iii)  solicit professional relationships introduced to such Employee by any
employee or client of Employer while Employee was an employee of Employer;


(iv)  offer employment to or employ any person who is then, or had been within 6
months of such offer, an employee of Employer; or


(v)  solicit any employee of Employer to terminate his or her employment.


Employee acknowledges that a material part of his/her current and future
compensation, including salary increases and/or bonuses, is being paid in
consideration for Employee’s promises to honor the restrictive covenants and
confidentiality aspects of this Employment Agreement. The Employee agrees that
the restrictive covenants and confidentiality provisions set forth in this
Employment Agreement are both reasonable and necessary to protect the vital
interests of Employer and to promote an open and productive working
relationship between Employer and Employee, from which Employee will benefit.



	5.	 	Section 6.11 of the Agreement is hereby amended to add the following
sentence.



Employee acknowledges that, in connection with this Agreement, Employee has
been advised to seek the advise of counsel and is now so advised.



	6.	 	Section 7a.i.(B) of the Agreement is hereby amended as follows:



The words “12 months” shall replace the words “18 months” in both places in
which such words appear.


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
above written.



	 	 	 	 	 
	MICHAEL P. SABANOS	 	KAYE GROUP INC.
	 	 	 	 	 
	 	 	 	 	 
	/s/ Michael P. Sabanos	 	
By:
	 	/s/ Bruce D. Guthart
	
	 	 	 	

	 	 	Bruce D. Guthart, President & CEO




 









 



ADDENDUM TO EMPLOYMENT AGREEMENT



In consideration of the mutual agreements herein contained and for other good
and valuable consideration, receipt of which is hereby acknowledged by the
parties to this Addendum, it is hereby understood and agreed that effective
January 1, 2002 (“Effective Date”) the following amendments are made to the
Employment Agreement (“Agreement”) between Kaye Group Inc. (hereinafter
referred to as the “Employer”) and Michael P. Sabanos (hereinafter referred to
as the “Employee”):


1.     The Agreement and any previous addenda thereto shall remain in full force
and effect except as set forth herein.


2.     Defined Terms.   Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.


3.     Employee hereby acknowledges that part of the consideration for Employer
entering into the Addendum is Employee’s agreement: (i) to be bound by the
post-termination provisions of the Agreement, including but not limited to the
restrictive covenants in Section 5.5 of the Agreement; and (ii) not to
contest, now or in the future, the validity and enforceability of Section 5.5
of the Agreement or the other post-termination provisions.


4.     The following changes are made, as indicated by an “X”:



	 	 	 	 	 	 
	 	 	
Name of Employee is changed to:
	 	 	.
	 	 	 	 	
	 
	 	 	
Notice to the Employee is changed as follows:
	 	 	.
	 	 	 	 	
	 
	X	 	
The annual salary shown in Section 3.1.1 is
changed to $255,593.13.	 	 
	 
	 	 	
Other:
	 	 
	 	 	 	 	
	 
	 
	
	 
	 
	
	 



5.     Advice of Counsel


Employee acknowledges that, in connection with this Addendum, Employee has been
advised to seek the advice of counsel and is now so advised.


IN WITNESS WHEREOF the parties hereto have executed this Addendum as of the
Effective Date.



	 	 	 	 	 	 	 
	
Kaye Insurance Associates, Inc.
	 	MICHAEL P. SABANOS
	 
	By:	 	
/s/ Bruce Guthart


	 	By:
	 	/s/ Michael P. Sabanos



	 
	Print:	 	
Bruce Guthart