0001272957-06-000028 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of __________, the “Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee.”

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AMENDMENT TO EMPLOYEE STOCKHOLDER’S AGREEMENT
Employee Stockholder’s Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance

THIS AMENDMENT (the “Amendment”) to all Employee Stockholder’s Agreements signed by the undersigned Employee Stockholder is entered into between Bristol West Holdings, Inc., formerly known as BRW Acquisitions, Inc. (the “Company”), and the undersigned Employee Stockholder, and is made effective as of December 29, 2005. The undersigned parties hereby agree that all Employee Stockholder’s Agreements signed by the Company and the undersigned Employee Stockholder are hereby amended as follows:

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 14th, 2006 • Bristol West Holdings Inc • Fire, marine & casualty insurance • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of ________, (the “Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME], an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee.”

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