Board of Directors Committee Composition

= Chair of the Board = Chair = Member

	Audit	Compensation	Executive	Nominating and Corporate Governance
Donald T. DeCarlo
Director Donald T. DeCarlo, Director since 2006, is an attorney in private practice. From 1996 to 2004, Mr. DeCarlo practiced in the New York offices of Lord, Bissell & Brook, LLP, where he was managing partner prior to his departure. Mr. DeCarlo served as a Commissioner of the New York State Insurance Fund from 1997 through 2009. He is also a director of Jackson National Life Insurance Co. of New York, and Greater New York Mutual Insurance Company (an insurer that primarily underwrites large property coverages) and its subsidiaries, Greater New York Custom Insurance Company, Insurance Company of Greater New York, and Strathmore Insurance Company. From 1987 to 1997, Mr. DeCarlo held a number of positions with the Travelers Group's insurance companies, including serving as senior vice president and general counsel of all of the companies from 1994 to 1997. From 1973 to 1986, Mr. DeCarlo was vice president and general counsel of National Council on Compensation Insurance. Mr. DeCarlo received a B.A. from Iona College in 1960 and a J.D. from St. John's University School of Law in 1969.
Susan C. Fisch
Director Susan C. Fisch, Director since 2010, has over 30 years experience in the insurance industry as a reinsurance broker specializing in workers' compensation. From 2001 to 2009, Ms. Fisch was an executive at Willis Re, Inc., an insurance broker, where she created and directed the Workers' Compensation Practice Group (the "Group") for Willis Re U.S. The Group was responsible for the creation of new products, placement of workers' compensation programs, relationship coordination with reinsurers and new client prospecting. In addition, she provided guidance and strategic direction to Willis Re clients and prospects as respects all aspects of workers' compensation. Prior thereto, Ms. Fisch was a senior vice president and team leader specializing in workers' compensation at Benfield Blanch from 1992 through 2001. From 1987 through 1992, she was a reinsurance treaty broker focusing on workers' compensation at Enan & Company. From 1978 through 1987, she was employed by Thomas A. Greene Company as a facultative broker and, ultimately, as head of the casualty facultative department in the company's San Francisco office. She began her career with Towers Perrin, an actuarial company, in 1976.
Abraham Gulkowitz
Director Abraham Gulkowitz, Director since 2006, is the senior managing principal of Brookville Capital, a hedge fund specializing in credit analysis. Mr. Gulkowitz has worked at Brookville Capital since 2002. From 1978 to 2002 Mr. Gulkowitz served as a Senior Managing Director and a member of the partners' management group at Bankers Trust/Deutsche Bank. His responsibilities included the analysis of economic and business issues related to leveraged financing transactions as well as mergers and acquisitions, private equity and real estate investments. Mr. Gulkowitz joined Bankers Trust in 1978 from Chase Manhattan Bank where he was responsible for financial market analysis. Previously, he was an economics research assistant to Alan Greenspan. Mr. Gulkowitz received his M.B.A. from New York University, where he also did post-graduate work in economics.
George Karfunkel
Director George Karfunkel, Director since 1998, has been associated with American Stock Transfer & Trust Company, LLC since 1971, where he is a Director. Mr. Karfunkel serves as vice chairman of The Upstate Bank.
Michael Karfunkel
Chairman of the Board of Directors Michael Karfunkel, Chairman of the Board of Directors since 1998, is a businessman with significant interests in financial services, including insurance and banking, and real estate. He is a director and the former President and co-owner, with George Karfunkel, of American Stock Transfer & Trust Company, LLC, which he founded in 1971 and, with George Karfunkel, sold to an Australian private equity firm in 2008.
Jay J. Miller
Director Jay J. Miller, Director since 1998, has practiced law specializing in securities matters and corporate transactions for more than 40 years. Mr. Miller joined the Company in 1998 and served as its secretary (without compensation) from 1998 to 2005. Mr. Miller is chairman of the board of Gulf USA Corporation. He is also a director of Integrated Business Systems, Inc. Since March 2009, Mr. Miller is also a director and member of the Audit Committee of One West Bank. Mr. Miller received a B.A. from Syracuse University in 1952 and a J.D. from Columbia University School of Law in 1955.
Barry D. Zyskind
Chief Executive Officer, President and Director Barry D. Zyskind, Chief Executive Officer, President and Director of the Company, has held senior management positions since 1998. Prior to joining AmTrust, Mr. Zyskind was an investment banker at Janney Montgomery Scott LLC in New York. Mr. Zyskind received an M.B.A. from New York University's Stern School of Business in 1997.

Audit Committee

The audit committee assists our board of directors in its oversight of:

• the integrity of our financial statements;
  
  
• the independent auditor's qualifications and independence; and
  
  
• the performance of our independent auditors.
  
  

The audit committee also has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent auditors, BDO Seidman, LLP. In addition, approval of the audit committee is required prior to our entering into any related-party transaction.

The members of our audit committee are Mr. Gulkowitz, who is also the chairman of the committee, Mr. DeCarlo and Mr. Miller. Mr. Gulkowitz is our audit committee financial expert.

Compensation Committee

The compensation committee reviews and determines, together with the other directors if directed by the board of directors, the compensation of our executive officers and reviews and approves employment and severance agreements with our executive officers. The compensation committee also administers the issuance of stock options and other awards under our 2005 Equity Incentive Plan and establishes and reviews policies relating to the compensation and benefits of our employees and consultants.

The members of the compensation committee are Mr. DeCarlo, who is also the chairman of the committee, Mr. Miller and Michael Karfunkel. Michael Karfunkel will not participate in any matters relating to Mr. Zyskind's compensation.

Executive Committee

The executive committee's responsibilities include:

• exercising the authority of the board of directors with respect to matters requiring action between meetings of the board of directors; and
  
  
• deciding issues from time to time delegated by the board of directors.
  
  

The members of our executive committee are Mr. Zyskind, who is also the chairman of the committee, George Karfunkel and Michael Karfunkel.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee:

• identifies and nominates members of the board of directors;
  
  
• develops and recommends to the board of directors a set of corporate governance principles applicable to us; and
  
  
• oversees the evaluation of the board of directors and management.
  
  

The members of our nominating and corporate governance committee are Mr. DeCarlo, who is also the chairman of the committee, Ms. Fisch and Michael Karfunkel.