Midland Co Sample Contracts

ARTICLE I DEFINITIONS
Midland Co • August 14th, 2001 • Fire, marine & casualty insurance • Ohio
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AGREEMENT AND PLAN OF MERGER among MUNICH-AMERICAN HOLDING CORPORATION, MONUMENT CORPORATION and THE MIDLAND COMPANY Dated as of October 16, 2007
Agreement and Plan of Merger • October 18th, 2007 • Midland Co • Fire, marine & casualty insurance • Ohio

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 16, 2007, by and among Munich-American Holding Corporation, a Delaware corporation (“Parent”), Monument Corporation, an Ohio corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and The Midland Company, an Ohio corporation (the “Company”).

UNDERWRITING AGREEMENT 1,500,000 Shares of Common Stock, no par value THE MIDLAND COMPANY, CERTAIN SELLING SHAREHOLDERS and KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC. November 18, 2004
Underwriting Agreement • November 19th, 2004 • Midland Co • Fire, marine & casualty insurance • Ohio

KeyBanc Capital Markets, a division of McDonald Investments Inc. As Representative of the Several Underwriters listed on Schedule A hereto c/o KeyBanc Capital Markets 127 Public Square Cleveland, Ohio 44114

TRINITY MARINE PRODUCTS, INC. STATIONERY]
Midland Co • October 27th, 2005 • Fire, marine & casualty insurance

This letter is written confirmation of our verbal communication, wherein M/G Transport Services, Inc. advised TMP, Stephen Sheridan, of its intent to place an additional order for Twenty (20) 2006 Option Barges and attach these barges to the subject Contract. Jack L. Lordo hereby affirms its Order for 2006, as more specifically described herein and pursuant to the Contract and its Exhibits. The parties’ execution of this letter confirms that the delivery dates as noted on Exhibit A Supplemental herein, are mutually agreeable and that M/G Transport Services, Inc. has accepted the Builder’s Price of as outline din Exhibit “A” Supplemental per barge.

Contract
Agreement for Services • December 7th, 2006 • Midland Co • Fire, marine & casualty insurance • Ohio

This Agreement for Services (the “Agreement”) is made and entered into between J. P. HAYDEN, JR. (“Hayden”) and THE MIDLAND COMPANY (“Midland”).

VOTING AGREEMENT
Voting Agreement • October 18th, 2007 • Midland Co • Fire, marine & casualty insurance • Ohio

This VOTING AGREEMENT (this “Agreement”), dated as of October 16, 2007, is entered into by and among Munich-American Holding Corporation, a Delaware corporation (“Parent”), and certain shareholders of The Midland Company, an Ohio corporation (the “Company”), set forth on Schedule I hereto (each a “Shareholder” and, collectively, the “Shareholders”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 30th, 2006 • Midland Co • Fire, marine & casualty insurance • Ohio

This Indemnification Agreement (“Agreement”) is made as of the 26th day of October 2006 by and between THE MIDLAND COMPANY, an Ohio corporation (the “Corporation”), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the “Indemnified Representative” and collectively with other individuals who may execute substantially similar agreements as the “Indemnified Representatives”), with reference to the following background:

THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA AGC DOCUMENT NO. 410 STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN- BUILDER (Where the Basis of Payment is the Cost of the Work Plus a Fee)
Midland Co • March 7th, 2006 • Fire, marine & casualty insurance

This standard form agreement was developed with the advice and cooperation of the AGC Private Industry Advisory Council, a number of Fortune 500 Owners’ design and construction managers who have been meeting with AGC contractors to discuss issues of mutual concern. AGC gratefully acknowledges the contributions of these owners’ staff who participated in this effort to produce a basic agreement for construction.

TRINITY MARINE PRODUCTS, INC.
Midland Co • April 11th, 2006 • Fire, marine & casualty insurance

This letter is written confirmation of our verbal communication, wherein you advised TMP, Stephen Sheridan, of your intent to place an order for an additional Twenty (20) Barges (the “2007 Barges”) and attach these barges to the subject Contract. M/GT hereby affirms its Order for the 2007 Barges, as more specifically described herein and pursuant to the Contract and its Exhibits. The parties’ execution of this letter confirms that the delivery dates as noted on Exhibit A-1 herein, are mutually agreeable and that M/GT has accepted the Builder’s Price as outlined in Exhibit “A-1” per barge.

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