Common use of Termination of Service Clause in Contracts

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s 's employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to ). To the extent then the Option is not exercisableexercisable at the time of termination of employment, the Option shall be immediately forfeited. 5. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder’s 's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the CompanyAgreement.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1), (j)(3) or (j)(3j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option Applicable Percentage (as defined below) of the SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. The “Applicable Percentage” of the SAR will be equal to the number of full years elapsed from the Date of Grant through the date of such termination of employment, divided by five. The remaining portion of the SAR shall be immediately forfeited upon such termination of employment. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of _______, between the Option SAR Holder and the CompanyCompany (the “Employment Agreement”)), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event the SAR Holder ceases to be an employee of the Company, other than as set forth in paragraph (j)(3) above, due to termination (A) by the Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement), the SAR, if not already exercisable, shall become immediately exercisable at the time of such termination of service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 56. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 67. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Companybelow), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In “Good Reason” means, without the event that Employee’s written consent, (a) the Option Holder ceases to be an employee material diminution of any material duties or responsibilities of the Company for any other reason, except due to Employee without the same being corrected within thirty (30) days after being given written notice thereof; or (b) a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined material reduction in the PlanEmployee’s Base Salary without the same being corrected within thirty (30) shall be considered to be service with the Companydays after being given written notice thereof.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2004, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2004, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Company’s Subsidiaries foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2006, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2006. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable between March 1, 2007 and January 10, 2008 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2007; provided, however, that if Executive does not give such written notice on or before January 10, 2007, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2007. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) above only in the event that the termination of Executive's employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the Plan) shall be considered to be service with the Companyevent of a change in control of SCPIE Holdings.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days’ written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2008, and Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event this Agreement is so terminated after December 31, 2008, and Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the Option Holder engages amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable in a Competitive Activity, lump sum within ten (A10) the Option, to the extent then exercisable, may be exercised for 30 days following after the date on which the Option Holder engages in of such Competitive Activity termination. (but not beyond the Option Periodb) and (B) the Option, to the extent then not exercisable, This Agreement also shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) terminated by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as death of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive’s personal representative the Executive’s accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, and Executive continues in employment with SCPIE Management until such termination, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in a lump sum within ten (10) days after the date of such termination. Executive shall be considered “disabled” if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of SCPIE Management. If there should be a dispute between SCPIE Management and Executive as to Executive’s Disability, such dispute shall be settled by the opinion of an impartial reputable physician selected by the parties for such purpose. The certificate of such physician as to the matter in dispute shall be final and binding on the parties. (d) Executive may terminate this OptionAgreement at any time, service with or without cause, by giving 90 days’ written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Companyforegoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2010, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) and Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2010. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable in a lump sum on or prior to January 10, 2011. (f) In the event that Executive’s Subsidiaries services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) above only in the event that the termination of Executive’s employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the Plan) shall be considered to be service with the Companyevent of a change in control of SCPIE Holdings.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company (a) due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on Plan), or (b) due to termination (x) by the date hereofCompany not for Cause (as defined in the Company’s Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of October 23, 2001 (as amended), between the Option Holder, Arch Reinsurance Ltd. and the Company), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of at any time during the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for CauseCause (as defined in the Company’s Incentive Compensation Plan), (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereofPlan) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited). 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and ); provided that, in the event of a Redundancy (B) as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent then not exercisable, shall become exercisable and shall continue to be immediately forfeitedexercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. 7. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s his death or Permanent Disability (as defined in the Employment Agreement, dated as of October , 2008, between the Option Holder and the Company’s Incentive Compensation Plan on , the date hereof“Employment Agreement”), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) Employment Agreement after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereofPlan) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event of a Change in Control (as defined in the Plan) in connection with which the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection therewith in a manner approved by the Committee or the Board and after which the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Companybelow), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In “Good Reason” shall have the event that meaning given to such term in any existing employment agreement between the Option Holder ceases to be an employee of and the Company for any other reasonor Subsidiary as in effect on the date of grant of this Option or, except due to a termination in the absence of such an existing employment agreement in effect on the date of grant defining such term, it shall mean, without the Option Holder’s employment by the Company for Causewritten consent, (Aa) the Option, to the extent then exercisable, may be exercised for 90 days following termination material diminution of employment (but not beyond any material duties or responsibilities of the Option PeriodHolder without the same being corrected within thirty (30) and days after being given written notice thereof; or (Bb) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of material reduction in the Option Holder’s employment for Cause, base salary without the Option shall immediately cease to be exercisable and shall be immediately forfeitedsame being corrected within thirty (30) days after being given written notice thereof. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company (a) due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s 's Incentive Compensation Plan on Plan), or (b) due to termination (x) by the date hereofCompany not for Cause (as defined in the Company's Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of , between the Option Holder and ), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s 's Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“"Competitive Activity”") and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following the remainder later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s 's employment by the Company for CauseCause (as defined in the Company's Incentive Compensation Plan), (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s 's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s 's Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of _____, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option HolderXxxxxx’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event of a Change in Control (as defined in the Plan) in connection with which the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection therewith in a manner approved by the Committee or the Board and after which the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Companybelow), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In “Good Reason” shall have the event that meaning given to such term in any existing employment agreement between the Option Holder ceases to be an employee of and the Company for any other reasonor Subsidiary as in effect on the date of grant of this Option or, except due to a termination in the absence of such an existing employment agreement in effect on the date of grant defining such term, it shall mean, without the Option Holder’s employment by the Company for Causewritten consent, (Aa) the Option, to the extent then exercisable, may be exercised for 90 days following termination material diminution of employment (but not beyond any material duties or responsibilities of the Option PeriodHolder without the same being corrected within thirty (30) and days after being given written notice thereof; or (Bb) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of material reduction in the Option Holder’s employment for Cause, base salary without the Option shall immediately cease to be exercisable and shall be immediately forfeitedsame being corrected within thirty (30) days after being given written notice thereof. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1), (j)(3) or (j)(3j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option Applicable Percentage (as defined below) of the SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. The “Applicable Percentage” of the SAR will be equal to the number of full years elapsed from the Date of Grant through the date of such termination of employment, divided by five. The remaining portion of the SAR shall be immediately forfeited upon such termination of employment. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event the SAR Holder ceases to be an employee of the Company, other than as set forth in paragraph (j)(3) above, due to termination by the Company not for Cause, the SAR, if not already exercisable, shall become immediately exercisable at the time of such termination of service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 56. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 67. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereofPlan) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited). 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and ); provided that, in the event of a Redundancy (B) as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent then not exercisable, shall become exercisable and shall continue to be immediately forfeitedexercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. 7. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1), (j)(3) or (j)(3j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of __July 25, 2012, between the Option SAR Holder and the CompanyCompany (the “Employment Agreement”)), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event the SAR Holder ceases to be an employee of the Company, other than as set forth in paragraph (j)(3) above, due to termination (A) by the Company not for Cause or (B) by the SAR Holder for Good Reason as defined in the Employment Agreement, the SAR, if not already exercisable, shall become immediately exercisable at the time of such termination of service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 56. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 67. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2001, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2001, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (c) This Agreement shall also be terminated at such time as Executive becomes disabled (as defined hereinafter defined) from performing his duties under this Agreement in the Plan) shall be considered to be service with the Company.his

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s his death or Permanent Disability (as defined in the Employment Agreement, dated as of October 22, 2008, between the Option Holder and the Company’s Incentive Compensation Plan on , the date hereof“Employment Agreement”), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) Employment Agreement after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the The Option Holder ceases Term specified in Paragraph 2 shall terminate (and this Option shall cease to be an employee exercisable) prior to the Expiration Date should one of the following provisions become applicable: (i) Except to the extent otherwise provided in subparagraphs (ii) through (iii) below, should Optionee cease to remain in the Service of the Company due to at any time during the Option Holder’s death or Permanent Disability Term, then this Option shall not remain exercisable for more than a three (as defined in the Company’s Incentive Compensation Plan on 3)-month period commencing with the date hereof), of such cessation of Service. Upon the Option, to expiration of such three (3)-month period or (if earlier) upon the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event specified Expiration Date of the Option Holder’s deathTerm, this Option shall terminate and cease to be outstanding. (ii) Should Optionee die while in Service or within the three (3)- month period following his or her cessation of Service, then the personal representative of the Optionee's estate or the person or persons to whom this Option is transferred pursuant to the Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall terminate and cease to remain exercisable, upon the EARLIER of (A) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (B) the Expiration Date. (iii) Should Optionee become permanently disabled and cease by reason thereof to remain in Service at any time during the Option Term, then this Option shall not remain exercisable for more than a twelve (12) month period commencing with the date of such cessation of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (iv) In no event shall this Option be exercisable at any time after the specified Expiration Date of the Option Term. (v) During the limited post-Service period of exercisability determined in accordance with subparagraphs (i) through (iii) above, this Option may not be exercised for more than the number of Option Shares (if any) for a period which this Option is, at the time of three years following such termination the Optionee's cessation of employment (Service, exercisable in accordance with either the normal exercise provisions specified in Paragraph 4 or the special acceleration provisions of Paragraph 6 of this Agreement. However, the number of Option Shares purchasable after the Optionee's death shall be reduced for any Option Shares purchased by the Optionee after his or her cessation of Service but not beyond the Option Period)prior to death. 2. In the event (vi) For purposes of termination of employment (this Paragraph 5 and for all other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof)purposes under this Agreement, the Option following definitional provisions shall continue be in effect: A. The Optionee shall be deemed to become exercisable on the schedule set forth remain in paragraph (f) above Service for so long as the Option Holder does not engage Optionee continues to render periodic services to the Company or any parent or subsidiary corporation, whether as an Employee, a non- employee member of the Company's Board or an independent consultant or advisor. B. The Optionee shall be deemed to be an Employee and to continue in any activity the Company's employ for so long as the Optionee remains in competition with any activity the employ of the Company or any one or more of its Subsidiaries other than serving on parent or subsidiary corporations, subject to the board control and direction of directors (or similar governing body) of another company or the employer entity as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to both the work to be exercisable performed and the manner and method of performance. C. The Optionee shall be deemed to be permanently disabled if the Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform his or her usual duties for the Option Holder (Company or the Option Holder’s Beneficiary parent or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeitedsubsidiary corporation retaining his or her services. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) D. A corporation shall be considered to be service a subsidiary corporation of the Company if it is a member of an unbroken chain of corporations beginning with the Company, provided each such corporation in the chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. E. A corporation shall be considered to be a parent corporation of the Company if it is a member of an unbroken chain ending with the Company, provided each such corporation in the chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2002, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2002, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Company’s Subsidiaries (as defined foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2004, and, in the Planevent of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2004. Such amount (if any) payable under paragraph 3(e)(ii) shall be considered payable between March 1, 2005 and January 10, 2006 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2005; provided, however, that if Executive does not give such written notice on or before January 10, 2005, such amount (if any) payable under paragraph 3(e)(ii) shall be service with payable in full on March 1, 2005. (f) In the Companyevent that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2003, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2003, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Company’s Subsidiaries (as defined foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2005, and, in the Planevent of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2005. Such amount (if any) payable under paragraph 3(e)(ii) shall be considered payable between March 1, 2006 and January 10, 2007 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2006; provided, however, that if Executive does not give such written notice on or before January 10, 2006, such amount (if any) payable under paragraph 3(e)(ii) shall be service with payable in full on March 1, 2006. (f) In the Companyevent that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2005, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2005, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Company’s Subsidiaries foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2007, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2007. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable between March 1, 2008 and January 10, 2009 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2008; provided, however, that if Executive does not give such written notice on or before January 10, 2008, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2008. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) 0above only in the event that the termination of Executive's employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the Plan) shall be considered to be service with the Companyevent of a change in control of SCPIE Holdings.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment AgreementAgreement dated as of November 17, 2005, as of __amended, between the Option Holder and the CompanyArch Reinsurance Ltd.), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of __November 17, 2005, as amended, between the Option SAR Holder and the CompanyArch Reinsurance Ltd.), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). 5. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1), (j)(3) or (j)(3j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of __June 5, 2009 and as amended on July 25, 2012, between the Option SAR Holder and Arch Insurance Group Inc. (the Company“Employment Agreement”)), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event the SAR Holder ceases to be an employee of the Company, other than as set forth in paragraph (j)(3) above, due to termination (A) by the Company not for Cause or (B) by the SAR Holder for Good Reason as defined in the Employment Agreement, the SAR, if not already exercisable, shall become immediately exercisable at the time of such termination of service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 56. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 67. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company (a) due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on Plan) or (b) due to termination by the date hereofCompany not for Cause (as defined in the Company’s Incentive Compensation Plan), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following the remainder later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for CauseCause (as defined in the Company’s Incentive Compensation Plan), (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) wholly owned subsidiaries shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of a. By the Company due to without Cause or by Executive for Good Reason. If, during the Option HolderTerm, Executive’s death or Permanent Disability (as defined in active service with the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full Company and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than its affiliates is terminated by the Company without Cause or by Executive’s resignation for Cause, Good Reason (as each such term is defined in Section 3 below), subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall be entitled to receive: (i) a cash severance payment equal to one (1) times the Executive’s annual rate of base salary, as in effect prior to the date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty four (24) month period following the date of termination (the “Severance Period”); provided, however, that such severance payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled; and (ii) the annual cash bonus that the Executive would have received, if the Executive had continued to provide services to the Company through the end of the fiscal year of the Company in which such termination occurs (with the determination of the amount, if any, of such bonus based on the Company’s Incentive performance in relation to the applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Plan on Committee of the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after Board of Supervisory Directors of The Xxxxxxx Company B.V.), multiplied by the attainment of Retirement Age Pro-Rate Factor (as defined in Section 3 below) (as applicable to the Executive’s service with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Executive’s coverage under the Company’s Incentive Compensation Plan on health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date hereof), of termination or continued payments to the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity Executive of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or cost thereof, as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Optionapplicable, to the extent then exercisablepermitted under the terms of such plans and programs, may be exercised for 30 days following until the earlier to occur of (i) the end of the Severance Period and (ii) the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) Executive receives comparable health and (B) the Optionwelfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then not exercisableprovide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination were non-taxable to the Executive) an after-tax basis; (iv) all earned and unpaid and/or vested, shall be immediately forfeited. 3. In nonforfeitable amounts owing or accrued at the event the Option Holder ceases to be an employee date of Executive’s termination of service (include any earned but unpaid base salary) under any compensation and benefit plans, programs, and arrangements of the Company after a Change and its affiliates in Control which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (as defined belowand agreements and documents thereunder) due pursuant to termination which such compensation and benefits were granted or accrued; and (Av) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of termination. b. By the Company not for Cause or (B) by Executive without Good Reason. If, during the Option Holder for Good Reason (as defined in the Employment AgreementTerm, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of Executive’s active service with the Company for any other reason, except due to a termination of the Option Holder’s employment and its affiliates is terminated by the Company for CauseCause or by Executive’s resignation without Good Reason, (A) the Option, Executive shall be entitled to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Periodreceive only those benefits described in Section 2(a)(iv) and (Bv) the Option, to the extent then not exercisable, shall be immediately forfeitedabove. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not not, without the written consent of the Company, engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on the board of directors (or similar governing body) of another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, in whole or in part, relate to the business or operations of an insurance or reinsurance company (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Companybelow), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In “Good Reason” shall have the event that meaning given to such term in any existing employment agreement between the Option Holder ceases to be an employee of and the Company for any other reasonor Subsidiary as in effect on the date of grant of this Option or, except due to a termination in the absence of such an existing employment agreement in effect on the date of grant, it shall mean, without the Option Holder’s employment by the Company for Causewritten consent, (Aa) the Option, to the extent then exercisable, may be exercised for 90 days following termination material diminution of employment (but not beyond any material duties or responsibilities of the Option PeriodHolder without the same being corrected within thirty (30) and days after being given written notice thereof; or (Bb) the Option, to the extent then not exercisable, shall be immediately forfeited. 5. In the event of a termination of material reduction in the Option Holder’s employment for Cause, Base Salary without the Option shall immediately cease to be exercisable and shall be immediately forfeitedsame being corrected within thirty (30) days after being given written notice thereof. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, as of ____, between the Option SAR Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). 5. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of __October 23, 2001, as amended, between the Option SAR Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). 5. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days' written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2000, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2000, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Company’s Subsidiaries (as defined foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2002, and, in the Planevent of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2002. Such amount (if any) payable under paragraph 3(e)(ii) shall be considered payable between March 1, 2003 and January 10, 2004 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2003; provided, however, that if Executive does not give such written notice on or before January 10, 2003, such amount (if any) payable under paragraph 3(e)(ii) shall be service with payable in full on March 1, 2003. (f) In the Companyevent that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company (a) due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s 's Incentive Compensation Plan on Plan) or (b) due to termination by the date hereofCompany not for Cause (as defined in the Company's Incentive Compensation Plan), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s 's Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“"Competitive Activity”") and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following the remainder later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s 's employment by the Company for CauseCause (as defined in the Company's Incentive Compensation Plan), (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s 's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s 's Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder ceases (a) SCPIE Management may terminate this Agreement at any time, with or without cause, by giving 60 days’ written notice to be an employee of the Company due to the Option Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2Executive. In the event of such termination of employment (other than by the Company for Causeunder this paragraph 3(a), as such term is defined in the Company’s Incentive Compensation Plan on SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date hereof and other than as set forth in paragraphs of such termination, including earned but unused vacation, plus either (j)(1i) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event this Agreement is so terminated on or prior to December 31, 2007, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of the Option Holder’s deathsuch termination, or (ii) for the remainder of the Option Period. In in the event the Option Holder engages in a Competitive Activitythis Agreement is so terminated after December 31, (A) the Option2007, additional compensation equal to the extent then exercisable, may be exercised amount payable to Executive hereunder for 30 days following one year at the rate in effect under paragraph 2(a) hereof at the date on which the Option Holder engages in of such Competitive Activity termination. Such amount (but not beyond the Option Periodif any) and (Bpayable under this paragraph 3(a) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, payable between the Option Holder 60th day after the date of such termination and the Company), in either case, on or before 30th day after the second first anniversary of the occurrence date of such termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the Change in Controldate of such termination; provided, the Optionhowever, to the extent that if Executive does not already exercisable in fullgive such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall become immediately exercisable be payable in full and on the 60th day after the date of such termination. (b) This Agreement also shall continue to be exercisable terminated by the Option Holder for a period death of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5Executive. In the event of a termination the death of Executive during the Option Holder’s employment for Causeterm of this Agreement, the Option shall immediately cease to be exercisable and SCPIE Management shall be immediately forfeitedunder no obligation except to pay to the Executive’s personal representative the Executive’s accrued but unpaid prorated compensation up to and including the date of his death, including earned but unused vacation. 6(c) This Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. For purposes In the event this Agreement is terminated by such disability, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered “disabled” if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this OptionAgreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, service with or without cause, by giving 90 days’ written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any of the Companyforegoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2009, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2009. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable between March 1, 2010 and January 10, 2011 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2010; provided, however, that if Executive does not give such written notice on or before January 10, 2010, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2010. (f) In the event that Executive’s Subsidiaries services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) above only in the event that the termination of Executive’s employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the Plan) shall be considered to be service with the Companyevent of a change in control of SCPIE Holdings.

Termination of Service. 1. In the event the Option Holder ceases to be an employee of the Company (a) due to the Option Holder’s his death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on Plan), or (b) due to termination (x) by the date hereofCompany not for Cause (as defined in the Company’s Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of _________, between the Option Holder and _________), the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereofPlan), the Option shall continue to become exercisable vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or the Option Holder’s his Beneficiary or estate in the event of the Option Holder’s his death) for a period of three years following the remainder later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for CauseCause (as defined in the Company’s Incentive Compensation Plan), (A) the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 5). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) wholly owned subsidiaries shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option SAR Holder ceases to be an employee of the Company due to the Option SAR Holder’s death or Permanent Disability (as defined in the Company’s Incentive Compensation Plan on the date hereof), the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for a period of three years following such termination of employment (but not beyond the Option SAR Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof hereof, and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option SAR shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option SAR Holder (or the Option SAR Holder’s Beneficiary or estate in the event of the Option SAR Holder’s death) for the remainder of the Option SAR Period. In the event the Option SAR Holder engages in a Competitive Activity, (A) the OptionSAR, to the extent then exercisable, may be exercised for 30 days following the date on which the Option SAR Holder engages in such Competitive Activity (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination (A) by the Company not for Cause or (B) by the Option SAR Holder for Good Reason (as defined in the Employment Agreement, as of ___, between the Option SAR Holder and the Company), in either case, on or before the second anniversary of the occurrence of the Change in Control, the OptionSAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option SAR Holder for a period of 90 days following such termination of employment (but not beyond the Option SAR Period). 4. In the event that the Option SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option SAR Holder’s employment by the Company for Cause, (A) the OptionSAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option SAR Period) and (B) the OptionSAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). 5. In the event of a termination of the Option SAR Holder’s employment for Cause, the Option SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this OptionSAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.