EXHIBIT 2.1 AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
EXHIBIT 10.6Executive Employment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404Management Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
We refer to the Amended and Restated Investment Agreement, dated as of September 5, 2003 (the "Investment Agreement"), by and among U.N. Holdings (Cayman), Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands, Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands (the "Company"), U.N. Holdings II, Inc., a Delaware corporation, U.N. Holdings LLC, a Delaware limited liability company, U.N. Holdings Inc., a Delaware corporation, Wind River Investment Corporation, a Delaware corporation ("Wind River"), and those Trusts listed on Schedule A thereto. As a result of transactions contemplated by the Investment Agreement, Fox Paine Capital Fund II International, L.P., a Cayman Islands exempted limited partnership (collectively with its affiliates, the "Funds"), will acquire indirect beneficial ownership of a majority of Common Shares (as defined in the Investment Agreement) and Preferred Share
DATED AS OFManagement Shareholders' Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
