During the Term, Employer shall pay Employee an annual salary of no less than $250,000, paid on a semi-monthly basis. During any Renewal Term, Employer shall pay Employee an annual salary pursuant to an Exhibit A which will be attached to this Agreement no later than seventy-five (75) days prior to the end of the Term or any Renewal Term. The attachment of any such exhibit to this Agreement does not impair the right of either party to terminate this Agreement in accordance with Paragraph 3. Salary payments will be less all applicable and usual deductions and subject to such increases which may be made to such salary at the discretion of Employer. During the Term or any Renewal Term, in addition to the receipt of salary, and subject to (i) meeting or exceeding Employer’s revenue target specified in each Exhibit A and (ii.a.) during the Term, profitable operations of AmerInst Insurance Company, Ltd. (“AIC”), or (ii.b.) during any Renewal term, a combined ratio of AIC as respects its reinsurance of the policies solicited and underwritten by Employer not exceeding the target specified in each Exhibit A, Employee shall be eligible to receive annual bonuses calculated as a percentage of annual salary based on profitability of Employer. Employee’s annual bonus will be calculated as his salary times the percentage by which Employer’s actual profitability exceeds the

target value specified in the applicable Exhibit A. In no event may an annual bonus exceed 100% of salary specified in any Exhibit A. Any such annual bonus will be paid on the March 31st following the close of the annual period reflected in each Exhibit A. All payments to Employee described in this Paragraph 5 during any calendar year may hereafter be referred to as “Annual Compensation”.

Effective January 1, 2010, Employer will create an account on behalf of Employee comprised of a number of phantom shares of AMIG common stock calculated as $1,500,000 divided by the net book value of each share of such common stock at December 31, 2009. The phantom shares will be maintained in a separate account by Employer, which will be eligible for phantom dividends, at the same rate paid on regular shares. The phantom dividends may be used only to purchase additional phantom shares

with the purchase price of such phantom shares to be the then current net book value of actual shares. Employee’s interest in phantom shares initially deposited and those phantom shares purchased with phantom dividends prior to January 1, 2015, will vest on January 1, 2015, unless one of the following events occurs, which will cause the phantom shares to vest immediately: (i) termination of this Agreement by Employer at the expiration of the Term or any Renewal Term, (ii) termination by Employer of Employee other than for Cause, (iii) material diminishment by Employer of Employee’s duties as President and Chief Executive Officer or significant reduction by Employer of Employee’s Annual Compensation or Benefits, including at the expiration of the Term or any Renewal Term, or (iv) change in control of Employer, other than a transaction between AMIG and/or any of its affiliates or subsidiaries. Employee’s interest in any phantom shares purchased with phantom dividends on or after January 1, 2015, will vest immediately. The proceeds of the phantom share account, less the initial value of $1,500,000, will be paid in cash to Employee at age sixty-five (65), if retired, or within sixty (60) days in the event of Employee’s death or permanent disability including if such death or permanent disability occurs prior to January 1, 2015. If Employee is terminated other than for Cause, the value of the phantom share account, less the initial value of $1,500,000, will be paid in cash at termination. If Employee chooses to resign, or is terminated for Cause, the value of the phantom share account, if vested, less the initial value of $1,500,000, will be paid in cash in five (5) equal annual installments on the anniversaries of the date of termination or resignation. If there is a change in control of Employer, other than a transaction between AMIG and/or any of its affiliates or subsidiaries, Employee will have the right to receive the proceeds immediately. In the

event of a sale or merger of AMIG, for each share of phantom stock held, Employee will be paid the per share value used in the sale or merger. Employer will endeavor to assure that the phantom share awards shall be in compliance with all U.S. tax laws applicable to Employee in effect at the time of the granting or purchase of phantom shares.

In the event that Employee terminates his employment with Employer, Employer shall have no further obligations to Employee, including with respect to the payment of Annual Compensation, Benefits, or any other sums, except those imposed by the terms of any plans under which Employee was receiving any Benefits during the Term or any Renewal Term, or as otherwise provided by law and the vested portion of phantom shares awarded to Employee pursuant to Paragraph 8, the proceeds of which will be paid to Employee in five (5) equal installments, the first of which would be paid thirty (30) days after the effective date of termination with the remaining installments paid on the first (1^st) through fourth (4^th) anniversaries of the effective date of termination. However, Employee shall be entitled to all rights and benefits under the terms of this Agreement in the event that Employer materially diminishes Employee’s duties as President and Chief Executive Officer or significantly reduces Employee’s Annual Compensation or Benefits. Under such circumstances, Employee will retain all rights under this Agreement, and Employer shall be subject to all of its obligations under this Agreement, including with respect to the payment of severance to Employee as set forth in Paragraph 9 above.

In the event that Employee terminates his employment with Employer in circumstances other than those where Employer has materially diminished Employee’s duties or compensation, Employee expressly agrees that, during the twenty-four (24) month time period immediately following such termination, Employee will not work within the State of Illinois in a managerial or executive capacity for any insurance business that is or could be competitive with Employer. In addition, during that same twenty-four (24) month time period, Employee agrees that he will not solicit any then current employees of Employer to work for any insurance business by which Employee is then employed or

in which Employee otherwise holds an ownership interest. Should Employee be found to be in breach the provisions of this Paragraph 12 by a court of competent jurisdiction, Employer will be relieved of all unpaid obligations due Employee at the time of such breach.

/s/ F. Kyle Nieman III

/s/ Irvin F. Diamond, Chairman

Period:

Salary:

< -0-

215

642

1,069

1,496

Maximum shares eligible for stock option:

/s/ F. Kyle Nieman III

/s/ Irvin F. Diamond, Chairman