0000950123-04-009047 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • July 30th, 2004 • National Atlantic Holdings Corp

This Agreement is effective / / , between (the “Agent”) having an address at: and THE PROFORMANCE INSURANCE COMPANY, Freehold New Jersey, 07728 (the “Company”).

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NEW JERSEY PERSONAL AUTOMOBILE INSURANCE PLAN LIMITED ASSIGNMENT DISTRIBUTION (LAD) AGREEMENT BETWEEN AUTOONE INSURANCE COMPANY (LAD CARRIER) AND PROFORMANCE INSURANCE COMPANY (BUY-OUT COMPANY)
Limited Assignment Distribution Agreement • July 30th, 2004 • National Atlantic Holdings Corp

Subject to approval by the Personal Automobile Insurance Plan (PAIP or Plan) Governing Committee, and subject to payments specified below, AutoOne Insurance Company (formerly known as General Assurance Company (LAD Carrier) agrees to assume the assignment obligation of the Proformance Insurance Company (Buy-Out Company) only with respect to the recently acquired Sentry Insurance A Mutual Company and Metropolitan Property and Casualty Insurance Company (formerly US Fidelity & Guaranty Co.) books of business (Defined Assignment Obligations). The LAD Carrier and Buy-Out Company agree further that:

REPLACEMENT CARRIER AGREEMENT
Replacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

This Replacement Carrier Agreement (“Agreement”) is entered into this the 8th day of December, 2003, by Metropolitan Property and Casualty Insurance Company (“Met P&C”), a Rhode Island domestic property and casualty insurance company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 and Proformance Insurance Company (“Proformance”), a New Jersey domestic property and casualty insurance company with offices at 4 Paragon Way, Freehold, New Jersey 07728, and Proformance’s parent, National Atlantic Holdings Corp. (“NAHC”), a New Jersey insurance holding company corporation with offices at the same address.

REPLACEMENT CARRIER AGREEMENT
Replacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

This Replacement Carrier Agreement (“Agreement”) is entered into this 14th day of March, 2003, by Sentry Insurance a Mutual Company, a Wisconsin property and casualty insurance company (“Sentry”) and Proformance Insurance Company, a New Jersey property and casualty insurance company (“PIC”);

NON-COMPETITION AGREEMENT
Non-Competition Agreement • July 30th, 2004 • National Atlantic Holdings Corp • Ohio

THIS NON-COMPETITION AGREEMENT (this “Agreement”), made as of the 18th day of December 2001, by and among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (“OCNJ”), The Ohio Casualty Insurance Company, an Ohio domestic property and casualty insurance company (“OCIC”), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (“PIC”), and National Atlantic Holdings Corp., a New Jersey corporation (“NAHC”):

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

This is an Agreement, made December 8, 2003, between Metropolitan Property and Casualty Insurance Company, a Rhode Island stock company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 (the “Shareholder”) and National Atlantic Holdings Corp., (the “Corporation”), a New Jersey corporation located at 4 Paragon Way, Freehold, New Jersey 07728.

AGENCY AGREEMENT
Agency Agreement • July 30th, 2004 • National Atlantic Holdings Corp

This Agreement is effective as of , 2003, between (the “Agent”), having an address at and PROFORMANCE INSURANCE COMPANY, having an address at 4 Paragon Way, Freehold, New Jersey 07728 (the “Company”).

NEW JERSEY PERSONAL AUTOMOBILE INSURANCE PLAN LIMITED ASSIGNMENT DISTRIBUTION (LAD) AGREEMENT BETWEEN THE CLARENDON NATIONAL INSURANCE COMPANY (LAD CARRIER) AND PROFORMANCE INSURANCE COMPANY (BUY-OUT COMPANY)
Limited Assignment Distribution Agreement • July 30th, 2004 • National Atlantic Holdings Corp

Subject to approval by the Personal Automobile Insurance Plan (PAIP or Plan) Governing Committee, and subject to payments specified below, the Clarendon National Insurance Company (LAD Carrier) agrees to assume the assignment obligation of the Proformance Insurance Company (Buy-Out Company) as follows: assignment obligations of the Proformance Insurance business and the acquired Ohio Casualty Company business but excludes the assignment obligations of the recently acquired Sentry, a Mutual Company and Metropolitan Property and Casualty Insurance Company (formerly US Fidelity & Guaranty Co.) books of business (“Defined Assignment Obligations”). The LAD Carrier and Buy-Out Company agree further that:

REPLACEMENT CARRIER AGREEMENT Among OHIO CASUALTY OF NEW JERSEY, INC. And PROFORMANCE INSURANCE COMPANY NATIONAL ATLANTIC HOLDINGS CORP. Dated: December 18, 2001
Replacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • Ohio

THIS REPLACEMENT CARRIER AGREEMENT (this “Agreement”) is entered into this 18th day of December 2001, among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (“OCNJ”), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (“PIC”), and National Atlantic Holdings Corp., a New Jersey corporation (“NAHC”);

The Proformance Insurance Company LIMITED AGENCY AGREEMENT
Limited Agency Agreement • July 30th, 2004 • National Atlantic Holdings Corp

The Company is a New Jersey insurance company authorized to transact property and casualty insurance in the State of New Jersey.

NATIONAL ATLANTIC HOLDINGS CORP. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 18th day of December, 2001 by and among NATIONAL ATLANTIC HOLDINGS CORP., a New Jersey corporation (the “Company”), The OHIO CASUALTY INSURANCE COMPANY, an Ohio corporation (the “Investor”), and JAMES V. GORMAN (the “Stockholder”).

Re: Investor Rights Agreement and the Replacement Carrier Agreement
Investor Rights Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

As you know, National Atlantic Holdings Corp. (“NAHC”) is in the process of preparing a registration statement to be filed with the Securities and Exchange Commission relating to an underwritten public offering of not less than $50 million in value of its common stock (the “IPO”). In connection with the IPO, the parties are entering into this letter agreement (this “Letter Agreement”) with respect to certain provisions of the Investor Rights Agreement (the “Investor Rights Agreement”), dated as of December 18, 2001, by and among NAHC, The Ohio Casualty Insurance Company (“OCIC”) and James V. Gorman and the Replacement Carrier Agreement (the “Replacement Carrier Agreement”) among Ohio Casualty of New Jersey, Inc. (“OCNJ”), NAHC and Proformance Insurance Company (“Proformance”).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey

This is an Agreement, made October 25, 1994, between James V. Gorman, residing at 81 Prescott Place, Freehold, New Jersey, 07728 (the “Shareholder”) and National Atlantic Holdings Corp., (the “Corporation”), a New Jersey corporation located at 225 Madison Avenue, Morristown, New Jersey 07963-1917.

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