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

As reported in its press release dated June 11, 2009, which is filed with this report as Exhibit 99.1, the Company announced that Bruce J. Byrnes has been appointed as Senior Vice President, General Counsel and Chief Compliance Officer of the Company. In connection with his offer of employment, Mr. Byrnes entered into a letter agreement with the Company, a copy of which is filed with this report as Exhibit 99.2 and incorporated herein by reference.

Prior to joining the Company, Mr. Byrnes, 41, held the position of General Counsel at PXRE Reinsurance Company from 2001 until it merged with Argonaut Group, Inc., at which point he joined Hudson Insurance Capital Partners, an insurance industry focused private equity fund, as Principal, Chief Operating Officer & General Counsel. Prior to joining PXRE, Mr. Byrnes had practiced law in New York law firms, including Morgan, Lewis & Bockius and Baker & McKenzie, specializing in corporate and insurance matters since 1993. He is a graduate of Brooklyn Law School (J.D.) and State University of New York at Binghamton (B.A.).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated June 11, 2009 Announcing New General Counsel/Chief Compliance Officer.
99.2 Letter Agreement with Bruce J. Byrnes.

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