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Exhibit 10.6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of
____________, 2006 (hereinafter referred to as the "First
Amendment"), by and
among RAM Holdings Ltd., a Bermuda exempted company ("Holdings"),
RAM Holdings
II Ltd., a Bermuda company ("Holdings II" and, together with
Holdings,
"Holding"), RAM Reinsurance Company Ltd., a Bermuda company (the
"Company"), and
Mary Ellen Pavlovsky (the "Executive").
WITNESSETH
WHEREAS, Holding, the Company and the Executive have previously
entered into an Employment Agreement, dated as of May 1, 2005
(hereinafter
referred to as the "Employment Agreement"), which provides for the
Executive's
employment as the Managing Director for Asset-backed Securities of
the Company
for a term ending on April 30, 2006; and
WHEREAS, Holding, the Company and the Executive desire to amend
the
terms of the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants
contained herein and for other good and valuable consideration, the
receipt and
adequacy of which are mutually acknowledged, Holding, the Company
and the
Executive agree as follows:
1.
Amendment to Section 2 of the Employment Agreement. Section 2 of
the
Employment Agreement is hereby amended by replacing "April 30,
2006" with
"December 15, 2006."
2.
Amendment to Section 4 of the Employment Agreement. Section 4 of
the
Employment Agreement is hereby amended by adding the following
sentence after
the first sentence thereof, to read in its entirety as follows:
"Notwithstanding the preceding sentence, commencing on [fill in],
the
Company shall pay the Executive an annualized Base Salary of
$305,400."
3.
Amendment to Section 5 of the Employment Agreement. Section 5 of
the
Employment Agreement is hereby amended by adding the following
sentences after
the s
