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Ingrey Consulting Agreement

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Sectors: Insurance
Governing Law: Maryland, View Maryland State Laws
Effective Date: July 24, 1996
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EXECUTIVE CONSULTING AGREEMENT, entered into this 24th day of July, 1996, effective January 2, 1997, between USF&G CORPORATION, a Maryland corporation (the "Corporation"), and PAUL B. INGREY (the "Consultant").


The Corporation and the Consultant have reached an agreement to enter into a working arrangement whereby the Consultant shall serve as an executive consultant to the Corporation and its Subsidiaries with respect to reinsurance and such other matters as requested from time to time by the Chief Executive Officer ("CEO") or other officers of the Corporation or its Subsidiaries, and as agreed to from time to time by the Consultant. Accordingly, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:


1.1 STATUS. The Corporation hereby engages the Consultant as an executive consultant for the period specified in paragraph 3 (the "Consulting Period"), and the Consultant accepts such arrangement on the terms and conditions set forth in this Agreement. During the Consulting Period, the Consultant shall not be treated as an employee of the Corporation for any purpose.

1.2 DUTIES. During the Consulting Period, the Consultant shall provide to the Corporation executive consultative services exclusively to the Corporation and its Subsidiaries with respect to reinsurance and other matters as needed and as agreed to by the Consultant. The foregoing shall not preclude the Consultant from devoting a reasonable amount of his time to civic and charitable affairs or to the supervision of his personal investments, nor from serving on boards of directors of companies other than insurance or insurance holding companies, and otherwise in accordance with policies which may be established by the Board of Directors of the Corporation (the "Board") from time to time, provided such activities do not interfere with the performance of the Consultant's duties under this Agreement.

2. COMPENSATION. For services rendered by the Consultant pursuant to this Agreement, during the Consulting Period, the Consultant shall be compensated as follows:

2.1 The Corporation shall pay the Consultant an annual consulting fee of One Hundred Thousand Dollars ($100,000), payable in such installments as shall be convenient for the Corporation but not less frequently than monthly.

2.2 Subject to the discretion of the CEO, additional fees may be negotiated for special projects.

2.3 The Consultant shall be entitled to receive additional cash compensation under the Stock Appreciation Rights Plan and Agreement entered into as of the date hereof.

3. CONSULTING PERIOD; TERMINATION. The Consulting Period shall commence on January 1, 1997, and shall continue for five (5) years, unless earlier terminated by (i) either party hereto after not less than six (6) months prior written notice to the other, (ii) written agreement of the parties, (iii) the death or disability of the Consultant, or (iv) the Corporation for good cause or upon violation by the Consultant of the provisions of paragraph 4 of this Agreement.

4. NON-COMPETITION; CONFIDENTIALITY. The Consultant and the Corporation recognize that due to the nature of his employment with a Subsidiary of the Corporation, his engagements hereunder and the relationship of the Consultant to the Corporation and its Subsidiaries, the Consultant has access to, and has acquired, and will acquire, and wil
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