8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 14, 2009

United America Indemnity, Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

Cayman Islands	000-50511	98-0417107
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands		None
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (345) 949-0100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

First Amendment to the Amended and Restated Employment Agreement with Larry A. Frakes
On August 14, 2009, United America Indemnity, Ltd. (the "Registrant") and Larry A. Frakes, President and Chief Executive Officer of the Registrant, entered into an amendment (the "Amendment") to Mr. Frakes' amended and restated employment agreement (the "Employment Agreement"), into which Mr. Frakes entered with the Registrant on February 5, 2008. The Employment Agreement was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2008. The principal terms of the Amendment are as follows:

1. Under the Employment Agreement, the Registrant granted Mr. Frakes options to purchase (a) 249,419 time vesting options with an exercise price of $20.05 per share and (b) 249,419 performance vesting options with an exercise price of $20.05 per share. The Amendment modifies the exercise price so that Mr. Frakes now has options to purchase (a) 249,419 time vesting options with an exercise price of $11.90 per share and (b) 249,419 performance vesting options with an exercise price of $11.90.

2. Under the Employment Agreement, 25% of the time vesting options vested on each of December 31, 2008, December 31, 2009, December 31, 2010 and December 31, 2011. The Amendment modifies the vesting schedule as follows: 25% on each of December 31, 2008, December 31, 2010, December 31, 2011 and December 31, 2012. The other terms related to the time vesting options remain unchanged.

3. Under the Employment Agreement, 25% of the performance vesting options provisionally vested on each of December 31, 2008, December 31, 2009, December 31, 2010 and December 31, 2011. The Amendment modifies the vesting schedule as follows: 25% on each of December 31, 2008, December 31, 2010, December 31, 2011 and December 31, 2012. The other terms related to the performance vesting options, including the determination as to how the provisionally vested options will be evaluated to determine if they conclusive ly vest, remain unchanged.


The foregoing description of the principal terms of the Amendment is a summary and does not purport to be complete and is qualified in its entirety to the full text of the Amendment. A copy of the Amendment is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:
Exhibit 10.1 First Amendment to the Amended and Restate Employment Agreement for Larry A. Frakes

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	United America Indemnity, Ltd.
August 17, 2009	By:	/s/ J. Nicole Pryor
		Name: J. Nicole Pryor
		Title: Senior Corporate Counsel

Exhibit Index

Exhibit No.	Description
10.1	First Amendment to the Amended and Restated Employment Agreement for Larry A. Frakes

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.

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