EXHIBIT 10.20 SHARE PURCHASE AGREEMENT BY AND BETWEEN CENTURY SURETY COMPANYShare Purchase Agreement • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
PROCENTURY CORPORATION COMMON SHARESUnderwriting Agreement • March 18th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Virginia
BY AND BETWEENGuarantee Agreement • December 18th, 2003 • Procentury Corp • New York
PROFINANCE HOLDINGS CORPORATION, AS ISSUER INDENTURE DATED AS OF MAY 15, 2003 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEEIndenture • December 18th, 2003 • Procentury Corp • New York
RECITALSExecutive Employment Agreement • March 18th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
RECITALSSoftware License Agreement • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
RECITAL:Indemnification Agreement • December 18th, 2003 • Procentury Corp • Ohio
PROFINANCE HOLDINGS CORPORATION, AS ISSUER INDENTURE DATED AS OF DECEMBER 4, 2002 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEEIndenture • December 18th, 2003 • Procentury Corp • New York
RECITALSRabbi Trust Agreement • December 18th, 2003 • Procentury Corp • Ohio
EXHIBIT 4.8 SECOND MODIFICATION TO NOTE AND SECURITY AGREEMENT THIS SECOND MODIFICATION TO NOTE AND SECURITY AGREEMENT (this "Modification") is made to be effective as of October 5, 2002, and is executed by and between Eaton National Bank & Trust Co.,...Note and Security Agreement • December 18th, 2003 • Procentury Corp • Ohio
Exhibit 10.21 AMENDMENT NO. 1 TO MONITORING AGREEMENT -------------------- (EXTENDING MONITORING PERIOD)Monitoring Agreement • February 25th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
QUOTA SHARE REINSURANCE CONTRACT Issued toQuota Share Reinsurance Contract • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
Issued to Century Surety Company Columbus, Ohio (hereinafter referred to as the "Company") By Evergreen National Indemnity Company Columbus, Ohio (hereinafter referred to as the "Reinsurer")Loss Portfolio Transfer Reinsurance Contract • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
Amended and Restated Executive Employment AgreementExecutive Employment Agreement • August 1st, 2008 • Procentury Corp • Fire, marine & casualty insurance • Ohio
This Amended and Restated Executive Employment Agreement (this “Agreement”), is made this 31st day of July, 2008 by and between ProCentury Corporation (the “Company”) and Erin E. West (“Executive”).
EXHIBIT 10 SEPARATION AGREEMENT This Separation Agreement (this "Agreement") by and between ProCentury Corporation, an Ohio corporation (the "Company"), and John A. Marazza ("Mr. Marazza") has been executed on the dates set forth on the signature page...Separation Agreement • January 21st, 2005 • Procentury Corp • Fire, marine & casualty insurance • Ohio
RECITALSSoftware Support and Maintenance Agreement • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2008 BY AND AMONG MEADOWBROOK INSURANCE GROUP, INC., PROCENTURY CORPORATION, AND MBKPC CORP.Merger Agreement • February 21st, 2008 • Procentury Corp • Fire, marine & casualty insurance • Ohio
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 20, 2008, is by and among Meadowbrook Insurance Group, Inc., a Michigan corporation (“Meadowbrook”), ProCentury Corporation, an Ohio corporation (“ProCentury”), and MBKPC Corp., a Michigan corporation and a wholly-owned subsidiary of Meadowbrook (“Merger Sub”). Meadowbrook, ProCentury and Merger Sub are sometimes referred to herein, individually as a “Party,” and collectively, as the “Parties”.
RECITALSTransitional Administrative Agreement • April 16th, 2004 • Procentury Corp • Fire, marine & casualty insurance • Ohio
CONSULTING AGREEMENTConsulting Agreement • November 10th, 2005 • Procentury Corp • Fire, marine & casualty insurance • Ohio
THIS CONSULTING AGREEMENT (the “Agreement”), made this 20th day of September, 2005, is entered into by ProCentury Corporation and its wholly owned subsidiaries (collectively, the “Company”), and Charles D. Hamm, Jr., a registered certified public accountant (the “Consultant”).
ContractStock Option Award Agreement • March 23rd, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
ContractRestricted Stock Award Agreement • March 23rd, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
ContractStock Option Award Agreement • March 23rd, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
ContractRestricted Stock Award Agreement • May 13th, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
ContractStock Option Award Agreement • March 23rd, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
Executive Employment AgreementExecutive Employment Agreement • March 15th, 2006 • Procentury Corp • Fire, marine & casualty insurance • Ohio
This Executive Employment Agreement (this “Agreement”), is made this 22nd day of February 2006 by and between ProCentury Corporation (the “Company”) and Erin E. West, (“Executive”).
ContractRestricted Stock Option Award Agreement • March 23rd, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
ContractStock Option Award Agreement • May 13th, 2005 • Procentury Corp • Fire, marine & casualty insurance
No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.
Amended and Restated Employment AgreementEmployment Agreement • August 1st, 2008 • Procentury Corp • Fire, marine & casualty insurance • Ohio
This Amended and Restated Employment Agreement (this “Agreement”), is made this 31st day of July, 2008 by and between Century Surety Company (the “Company”) and Greg D. Ewald (“Employee”).
