Ceo Employment Agreement

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March 10, 2005

CONFIDENTIAL

Via Facsimile (215) 862-1994

Mr. Edward J. Noonan
4 Turnberry Way
New Hope, PA 18938

Re: Chief Executive Officer Agreement

Dear Ed:

On February 7, 2005, you assumed the position of acting chief executive officer (" ACEO" ) of United America Indemnity, Ltd. (including all subsidiaries, " UAI" or " Company" ). The Board of Directors of UAI (the " Board" ) extends to you its sincere appreciation for your willingness to serve as ACEO and heartily congratulates you on your appointment as ACEO. The purpose of this letter is to memorialize the agreement among the Company and you in respect of your appointment and service as ACEO.

Your service as ACEO is " at the pleasure of the Board" , which means you may be removed as ACEO by the Board at any time, without reason or cause, upon notice to you of the date after which you shall no longer be the ACEO of the Company (such date or an earlier effective date of resignation, " Conclusion of Service Date" ). After the Conclusion of Service Date, the Company shall have no further obligation to you except as may be provided herein (or in a written document executed subsequent in time hereto by you and by the Company and approved by the Board).

While you are ACEO, the Company will provide you (i) annual compensation at the rate of $450,000 per year, commencing as of February 7, 2005, and continuing through the Conclusion of Service Date, plus (ii) a bonus to be determined by the Board in its sole and absolute discretion. While you are ACEO, you will be a voting member of the Board, however you will not be entitled to any fees or other compensation from the Company or from any Affiliate in connection therewith.

Whi ...