RESTRICTED STOCK AGREEMENT (Karen Padovese)Restricted Stock Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of November 1, 2005, by and between HFF&L (CAYMAN) HOLDINGS, LTD., a Cayman Islands exempted company (the “Company”), and KAREN PADOVESE (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 2, 2005, by and between HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the “Employer”), and Karen Padovese (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 9, 2006, by and between GeoVera Holdings, Inc. (formerly known as HFF&L (U.S.) Holdings, Inc.), a Delaware corporation (the “Employer”), and Michael Zukerman (the “Employee”).
INVESTMENT MANAGER AGREEMENT by and between GEOVERA HOLDINGS, INC. and BLACKROCK FINANCIAL MANAGEMENT, INC. November 1, 2005Investment Manager Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
THIS AGREEMENT, made as of the 1st day of November, 2005, by and between GeoVera Holdings, Inc. (hereinafter called the “Company”) and BlackRock (through its subsidiary BlackRock Financial Management, Inc.) (hereinafter called the “Manager”).
ADDENDUM No. 7Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, and July 1, 2002 (the “Agreement”) is entered into as of the 6th day of June, 2005.
BROKER AGREEMENTBroker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS AGREEMENT, made this 26th day of March 1999, by and between Hull & Company, Inc., with its principal place of business in Ft. Lauderdale, Florida (hereinafter designated as “Broker”) and USF&G Specialty Insurance Company, having its principal place of business in St. Paul, Minnesota (hereinafter designated as “Company”).
ADDENDUM No. 6Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001 and July l, 2002 (“Agreement”).
ADDENDUM No. 8Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, July 1, 2002, August 11, 2004 and March 1, 2005 (the “Agreement”) is entered into as of the 7th day of March, 2007.
ADDENDUM No. 5Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company. Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001 and September 1, 2001 (the “Agreement”).
ADDENDUM No. 3Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000 and July 1, 2001 (the “Agreement”).
ADDENDUMBroker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) (the “Agreement”).
OFFICE LEASE GREEN VALLEY BUILDING 5 FAIRFIELD, CALIFORNIA ST. PAUL FIRE AND MARINE INSURANCE COMPANYOffice Lease • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
This AGREEMENT OF LEASE (hereinafter referred to as the “Lease”) is made this 14th day of March, 2002, by and between GREEN VALLEY BUILDING 1, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota corporation (hereinafter referred to as “Tenant”) whose present address is 385 Washington Street, St. Paul, Minnesota 55102:
Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Representations and Warranties 6 ARTICLE III GOVERNANCE 7 Section 3.1. Board of Directors 7...Members’ Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This MEMBERS’ AGREEMENT (this “Agreement”) is made on November 1, 2005, by and among HFF&L (Cayman) Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and each of the following (hereinafter severally referred to as a “Member” and collectively referred to as the “Members”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Executive”, and together with FF&L (Cayman)
ADDENDUM No. 2Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by an addendum effective July 1, 2000 (the “Agreement”).
ADDENDUM No. 4Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance
THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, July 1, 2001 and September 1, 2001 (the “Agreement”).
Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 General Interpretive Principles 5 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 Section 2.1 Representations and Warranties 5 ARTICLE III TRANSFER RESTRICTIONS 6 Section 3.1 General...Management Members’ Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This MANAGEMENT MEMBERS’ AGREEMENT (this “Agreement”) is made on November 1, 2005, by and among HFF&L (Cayman) Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and each of the following (hereinafter severally referred to as a “Member” and collectively referred to as the “Members”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”), (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Executive”, and together with FF&
