0001193125-04-095514 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Company”), and Thomas E. Mangold, an individual resident of San Antonio, Texas (the “Executive”), to become effective upon the consummation of an initial public offering of securities of the Company registered under the Securities Act of 1933, as amended, having an aggregate market value of at least $50 million (the “Effective Date”).

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First Amended and Restated Managing General Agency Agreement Number AFFORD-02-001
Managing General Agency Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance

This Agreement is made and entered into by and between OLD AMERICAN COUNTY MUTUAL FIRE INSURANCE COMPANY, a Texas Corporation (Company) and A-AFFORDABLE MANAGING GENERAL AGENCY, INC. f.k.a. INSTANT AUTO MANAGING GENERAL AGENCY, INC. d.b.a. A-AFFORDABLE MANAGING GENERAL AGENCY., a Texas Corporation with administrative offices in Addison, Texas, (Managing General Agent).

Non Standard Private Passenger Automobile Quota Share Reinsurance Contract Effective: May 1, 2004 issued to Affirmative Insurance Company Insura Property and Casualty Insurance Company Bedford Park, Illinois
Non Standard Private Passenger Automobile Quota Share Reinsurance Contract • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance

It is understood that the Company has appointed Space Coast Underwriters Insurance Agency, Melbourne, Florida (hereinafter referred to as the “General Agent”) as its agent for the purpose of producing, underwriting and managing the subject business hereunder.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made this day of , 2004 by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (the “Corporation”), and Vesta Insurance Group, Inc., a Delaware corporation (“Vesta”).

SEPARATION AGREEMENT
Separation Agreement • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance • Delaware

THIS SEPARATION AGREEMENT (this “Agreement”) is made this day of , 2004 by and between Affirmative Insurance Holdings, Inc., a Delaware corporation (“Affirmative”), and Vesta Insurance Group, Inc., a Delaware corporation (“Vesta”).

ADDENDUM NO. 2 TO THE AMENDED & RESTATED 100% QUOTA SHARE REINSURANCE CONTRACT BETWEEN AFFIRMATIVE INSURANCE COMPANY and INSURA PROPERTY AND CASUALTY INSURANCE COMPANY AND VESTA FIRE INSURANCE CORPORATION (“Reinsurer”)
100% Quota Share Reinsurance Contract • May 27th, 2004 • Affirmative Insurance Holdings Inc • Fire, marine & casualty insurance

It is hereby agreed to by the parties that the following amendment (the “Amendment”) is made to the above-noted agreement (the “Agreement”), to become effective upon the consummation of an initial public offering of securities of Affirmative Holdings, Inc. registered under the Securities Act of 1933, as amended, which is anticipated to take place on or about June 30, 2004 (the “Effective Date”).

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