0000950152-07-002105 Sample Contracts

NATIONAL INTERSTATE CORPORATION RESTRICTED SHARES AGREEMENT
National Interstate Corporation Restricted Shares Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of March 12, 2007 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and David W. Michelson (the “Grantee”) and is being executed contemporaneously with an Employment Agreement between the Company and the Grantee.

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EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (this “Agreement”) is made this 12th day of March, 2007 but effective as of January 1, 2007 by and between National Interstate Corporation (“NIC”) and David W. Michelson (“Michelson”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (this “Agreement”) is made this 12th day of March, 2007 by and between National Interstate Corporation (“NIC”) and Alan R. Spachman (“Spachman”).

NATIONAL INTERSTATE CORPORATION STOCK BONUS AGREEMENT
National Interstate Corporation Stock Bonus Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of March 12, 2007 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and David W. Michelson (the “Grantee”) and is being executed contemporaneously with an Employment Agreement between the Company and the Grantee.

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