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Exhibit 7
IRREVOCABLE PROXY
The undersigned agrees to, and hereby grants to Continental Casualty
Company, an Illinois corporation ("CCC") an irrevocable proxy pursuant to the
provisions of Section 212 of the Delaware General Corporation Law to vote all
shares of common stock (the "Stock") of Capsure Holdings Corp., a Delaware
corporation, (the "Company") owned by the undersigned only in connection with
the matters and in accordance with Section 1 of the Voting Agreement (the
"Voting Agreement") dated December 19, 1996, among CCC, Equity Capsure Limited
Partnership, Xxxxx X. Xxxxxxxxx and Xxx X. Xxxxxxxx. The undersigned hereby
affirms that this proxy is coupled with an interest and is irrevocable. It is
further understood by the undersigned that this proxy may be exercised by CCC
for an amount of time equal to the term of the Voting Agreement set forth in
Section 5 thereto.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 23rd day of May, 1997.
THE XXX AND XXXXXX X. XXXXX
FAMILY FOUNDATION
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By: Xxxx Xxxxxx
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Its: Vice President
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