AGREEMENT AND PLAN OF MERGER among MUNICH-AMERICAN HOLDING CORPORATION, MONUMENT CORPORATION and THE MIDLAND COMPANY Dated as of October 16, 2007Merger Agreement • 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”).
ARTICLE I DEFINITIONSSupplemental Retirement Plan • August 14th, 2001 • Midland Co • Fire, marine & casualty insurance • Ohio
Exhibit 10.5(b) EMPLOYEE RETENTION AGREEMENT (John W. Hayden) THIS EMPLOYEE RETENTION AGREEMENT (the "Agreement") is made as of this 22nd day of May, 2000 between The Midland Company, an Ohio corporation (hereinafter referred to as the "Company") and...Employee Retention Agreement • March 30th, 2001 • Midland Co • Fire, marine & casualty insurance
EXHIBIT 10.1 VESSEL CONSTRUCTION CONTRACT THIS CONTRACT entered into as of this September 6, 2005 by and between Trinity Marine Products, Inc., a corporation organized and existing under the laws of the state of Delaware (the "Builder"), and M/G...Vessel Construction Contract • September 8th, 2005 • Midland Co • Fire, marine & casualty insurance • Texas
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, 2004Underwriting 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
Exhibit 10.4(d) ROBERT W. HAYDEN CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into between ROBERT W. HAYDEN ("Hayden") and THE MIDLAND COMPANY ( "Midland"). W I T N E S S E T H: Midland desires to engage Hayden...Consulting Agreement • March 30th, 2001 • Midland Co • Fire, marine & casualty insurance • Ohio
TRINITY MARINE PRODUCTS, INC. STATIONERY]Vessel Construction Contract • October 27th, 2005 • Midland Co • 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.
PRISM PROTOTYPE RETIREMENT PLAN & TRUST Section 401(k) Profit Sharing Plan (Nonstandardized) Adoption Agreement (1) The Employer(2), designated below, hereby establishes a profit-sharing plan (optionally including a cash or deferred arrangement (as...401(k) Profit Sharing Plan Adoption Agreement • June 30th, 2000 • Midland Co • Fire, marine & casualty insurance
ContractAgreement 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”).
Midland-Guardian Co. Salaried Employees 401(k) Savings Plan and Trust Employer Stock Fund Investment Policy and Agreement To facilitate the investment in certain employer securities by participants in the Midland-Guardian Co. Salaried Employees 401(k)...Employer Stock Fund Investment Policy and Agreement • June 30th, 2000 • Midland Co • Fire, marine & casualty insurance
Exhibit 10.4b MICHAEL J. CONATON CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into between MICHAEL J. CONATON ("Conaton") and THE MIDLAND COMPANY ( "Midland"). W I T N E S S E T H: Midland desires to engage...Consulting Agreement • March 30th, 2001 • Midland Co • Fire, marine & casualty insurance • Ohio
Midland-Guardian Co. Salaried Employees 401(k) Savings Plan and Trust PRISM Participant Loan Policy And Agency Agreement For administrative convenience, in accordance with Section 11.10 of the Midland-Guardian Co. Salaried Employees 401(k) Savings...Participant Loan Policy • June 30th, 2000 • Midland Co • Fire, marine & casualty insurance
VOTING AGREEMENTVoting 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 AGREEMENTIndemnification 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)Design-Build Agreement • March 7th, 2006 • Midland Co • 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.Addendum to Vessel Construction Contract • April 11th, 2006 • Midland Co • 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.
Exhibit 10.4(c) REES LABAR CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is made and entered into between REES LABAR ("LaBar") and THE MIDLAND COMPANY ( "Midland"). W I T N E S S E T H: Midland desires to engage LaBar to render the...Consulting Agreement • March 30th, 2001 • Midland Co • Fire, marine & casualty insurance • Ohio
