This Agreement is dated this 16 day of January, 2001, between Surety Capital Corporation (the "Company"),
Surety Bank, National Association (the "Bank") and Charles M. Ireland ("Employee").
1. That certain Change in Control Agreement dated October 18, 1999 between the Company, the Bank and
Employee is hereby terminated and is of no further force and effect.
2. Employee is currently employed by the Company and the Bank in the following capacities: Chairman of the
Board, President and Chief Executive Officer of the Bank and the Company.
3. In the event the employment of Employee is terminated by the Company and the Bank for any reason
whatsoever, other than for Cause (defined below), or Employee terminates his employment with the Company
and the Bank with Good Reason (defined below), the Company and the Bank shall collectively pay to Employee
a lump sum cash payment in an amount equal to Employee's annual base salary (but excluding all other
compensation, including bonuses and fringe benefits) in effect immediately before the effective day of termination
of employment of Employee (the "Annual Base Salary").
4. In the event (a) Employee voluntarily terminates his employment with the Company or the Bank for any reason
other than Good Reason and (b) within two
(2) months following such termination of employment, either (i) Employee for any reason does not accept
employment with another employer or (ii) Employee accepts employment with another employer at an annual
base salary less than Employee's Annual Base Salary, then the Company and the Bank shall collectively pay
Employee a lump sum cash payment in an amount equal to one-sixth (1/6th) of Employee's Annual Base Salary.
5. The lump sum payment pursuant to Paragraph 3 or 4 shall be collectively paid by the Company and the Bank
by certified check on the date of termination of employment pursuant to Paragraph 3 and no later than two (2)
months following the date of termination of employment pursuant to P