Bristol West Holdings, Inc.

2

          If, during the Initial Term or any Extended Term, your employment is terminated for any reason by you or by the Company as provided above (including upon the nonrenewal of the term of your employment hereunder by either party), you will be entitled to receive such payments (including any accrued but unpaid Base Salary) as to which you may be entitled (or may have accrued) as of the date of termination. Also in the event of any termination of your employment, any Company Stock or options to purchase Company Stock that you hold, directly or indirectly, will be governed by the terms of the applicable agreements under which you hold such Company Stock and/or options. 

          In addition to the foregoing, if, during the Initial Term or any Extended Term, your employment is terminated (i) by the Company without Cause as provided above (which in no event shall include the nonrenewal of the term of your employment hereunder by the Company or any termination due to your death or permanent disability) or (ii) by you for any reason as a result of an Associates Sale (as defined below), following thirty (30) days advance written notice of such termination delivered to the Company not earlier than the date the Associates Sale occurs, subject to your continued compliance with the confidentiality and nondisparagement covenants contained herein (as described below), for the remainder of the Initial Term or the Extended Term, as applicable (in either case without any extensions thereof) the Company shall provide you with continued payment to you of your then Base Salary, payable as set forth above. These severance payments are in lieu of any other severance payments or benefits to which you may be entitled under any other Company severance plan or policy.  For purposes of this paragraph, “Associates Sale” shall mean the sale or other disposition (either in one transaction or in a series of transactions) of all of the shares of common stock in the Company (“Company Stock”) that Bristol West Associates LLC (“Associates”) owns, directly or indirectly.

          For purposes of this letter agreement, (i) “Cause” shall mean (A) your willful and continued failure to perform your material duties with respect to the Company or its subsidiaries which continues beyond 10 days after a written demand for substantial performance is delivered to you by the Company, (B) your willful misconduct involving dishonesty or breach of trust in connection with your employment which results in a demonstrable injury (which is other than de minimis or insignificant) to the Company, (C) conviction for any felony or misdemeanor involving moral turpitude, or (D) any material breach of your covenant not to disclose Confidential Information or not to disparage the Company and its Beneficiaries, as provided below and (ii) “permanent disability” shall mean you are unable to engage in the activities required by your job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

          Upon any termination of your employment with the Company, you agree to resign, as of the date of such termination and to the extent applicable, from any board of directors or committees of the Company or its affiliates on which you serve and any board, committees or other organizations on which you serve in a representative capacity of the Company or its affiliates.

          As a condition of your employment, you agree that you shall not at any time during or after your employment with the Company disclose any Confidential Information (as hereinafter defined) pertaining to the business of the Company or any of its subsidiaries, except (i) when required by applicable law or (ii) in connection with any strategic transaction involving the Company and only after receipt of authorization from the Board to disclose such Confidential Information.  For the purposes of this letter agreement, “Confidential Information” shall mean all non-public information concerning the financial data, strategic business plans, and other non-public, proprietary and confidential information of the Company, its subsidiaries, Associates, and their affiliates as in existence as of the date of your termination of employment. You also hereby agree not to issue any press release or otherwise make any private or public statement (whether oral, in writing or in any other form), directly or through any person or entity, which is derogatory, disparaging or damaging to, which alleges improper conduct by, or which is reasonably likely to result in or could reasonably be determined to be intended to cause damage or embarrassment to, the Company, its successors, subsidiaries, affiliates, officers, directors, employees, shareholders, representatives, agents, servants and assigns, or anyone acting on their behalf (the “Beneficiaries”), other than any such statement that may be required by applicable law.