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                                                                   EXHIBIT 10(2)

                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT


         This Amendment No. 1 (this "Amendment") is entered into as of the 20th
day of February, 1997, by and between CAPSURE HOLDINGS CORP., a Delaware
corporation ("Capsure"), and BRUCE A. ESSELBORN, an individual (the "Employee").


                               W I T N E S S E T H


         WHEREAS, Capsure and the Employee are parties to that certain
Employment Agreement entered into as of September 30, 1995 (the "Employment
Agreement");


         WHEREAS, Capsure and the Employee have agreed to amend the Employment
Agreement as provided herein;


         NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the parties agree as follows:


         1. Capsure and the Employee hereby agree that Article Seven, Section A
shall be deleted in its entirety and amended to read as follows:


                  "A. Compensation: A payment, payable in cash or by bank check
                  or by wire transfer to the Employee's bank account, within 30
                  days after the effective date of such termination, equal to
                  two times the Employee's "Annual Cash Compensation". "Annual
                  Cash Compensation" as used herein shall mean the total cash
                  compensation paid to the Employee during the last full
                  calendar year, as would be required to be disclosed in Item 11
                  of Capsure's Annual Report on Form 10-K pursuant to the
                  Securities Exchange Act of 1934 and the rules and regulations
                  thereunder, as in effect on the date hereof, whether or not
                  Capsure is then subject to such reporting requirements
                  (including amounts not required to be disclosed on the basis
                  of immateriality, but excluding amounts paid pursuant to
                  pension, retirement or stock option or stock incentive plans
                  and excluding amounts paid to the Employee in consideration of
                  Employee's execution and delivery of any non-competition or
                  similar agreements and further excluding amounts paid to the
                  Employee as a transaction bonus with respect to the
                  negotiation or consummation of any transaction involving
                  Capsure or its subsidiaries). Notwithstanding the foregoing,
                  Capsure and the Employee agree that this lump sum payment,
                  payable after termination of the Employee by Capsure as
                  described above, or payable in the event of termination by the
                  Employee for good reason (as hereinbefore defined), shall be
                  paid to the Employee as liquidated damages in lieu of all
                  obligations of Capsure to the Employee hereunder (other than
                  the other obligations of Capsure to the Employee specifically
                  set forth in Article Seven) and any other liability of Capsure
                  to the Employee, including damage to his reputation, and that
                  such an amount constitutes a realistic and reasonable
                  valuation of the damages."


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         2. Except as amended herein, the Employment Agreement remains in full
force and effect.


         IN WITNESS WHEREOF, the parties have executed this New Agreement
effective February 20 , 1997.




                                             
"Capsure"                                       "The Employee"
Capsure Holdings Corp.                          Bruce A. Esselborn



By:   /s/ Rod Dammeyer                          By: /s/ Bruce A. Esselborn
   ------------------------------------            ------------------------------------
Its:  Compensation Committee Chair                      Bruce A. Esselborn


dated this 20th day of February, 1997           dated this 10th day of February, 1997
at Chicago, Illinois                            at Atlanta, Georgia


Witness: /s/ Kelly L. Stonebraker               Witness:     /s/ Victoria E. Hicks
        -------------------------------                 --------------------------------




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