<PAGE>

                                                                   EXHIBIT 10.20

                            SHARE PURCHASE AGREEMENT

                                 BY AND BETWEEN

                             CENTURY SURETY COMPANY

                                       AND

                      EVERGREEN NATIONAL INDEMNITY COMPANY
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                      <C>
ARTICLE I Purchase and Sale of the Shares.................................................................................1

      Section 1.1.     Purchase of the Shares from Seller.................................................................1
      Section 1.2.     Purchase Price for the Shares......................................................................1
      Section 1.3.     Closing............................................................................................1
      Section 1.4.     Closing Deliveries.................................................................................1
      Section 1.5.     Post-Closing Adjustment............................................................................2

ARTICLE II Representations and Warranties of Purchaser....................................................................3

      Section 2.1.     Organization and Authority.........................................................................3
      Section 2.2.     Authorization......................................................................................3
      Section 2.3.     Litigation.........................................................................................4
      Section 2.4.     Brokers and Finders................................................................................4
      Section 2.5.     Accuracy of Representations, Warranties and Other Statements Made..................................4

ARTICLE III Representations of Seller Regarding Seller, the Shares and the Company........................................4

      Section 3.1.     Organization and Authority.........................................................................4
      Section 3.2.     Authorization and Enforceability...................................................................5
      Section 3.3.     Title and Power to Sell............................................................................5
      Section 3.4.     Capitalization of the Company......................................................................6
      Section 3.5.     Litigation and Other Proceedings...................................................................6
      Section 3.6.     Brokers and Finders................................................................................6
      Section 3.7.     Company Subsidiaries...............................................................................6
      Section 3.8.     Company Financial Statements.......................................................................6
      Section 3.9.     Absence of Undisclosed Liabilities.................................................................7
      Section 3.10.    Properties.........................................................................................7
      Section 3.11.    Taxes..............................................................................................7
      Section 3.12.    Employees..........................................................................................9
      Section 3.13.    Contracts..........................................................................................9
      Section 3.14.    Insurance Coverage................................................................................10
      Section 3.15.    Books and Records.................................................................................10
      Section 3.16.    Reserves..........................................................................................10
      Section 3.17.    Accuracy of Representations, Warranties and Other Statements Made.................................10

ARTICLE IV Additional Covenants and Agreements...........................................................................10

      Section 4.1.     Settlement of Intercompany Accounts...............................................................10
      Section 4.2.     Expenses..........................................................................................10

ARTICLE V Tax Matters ...................................................................................................10
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                                      <C>
      Section 5.1.     Payments in Respect of Taxes and Tax Returns for Stub Period Prior to and Including the
                       Termination Date. ................................................................................10
      Section 5.2.     Disclosure of Tax Treatment.......................................................................12
      Section 5.3.     Mutual Cooperation................................................................................12

ARTICLE VI Indemnification...............................................................................................12

      Section 6.1.     Definitions.......................................................................................12
      Section 6.2.     Tax Indemnification...............................................................................13
      Section 6.3.     General Indemnification...........................................................................14
      Section 6.4.     Method of Asserting Claims........................................................................15
      Section 6.5.     Time Limitations..................................................................................18

ARTICLE VII General Provisions...........................................................................................18

      Section 7.1.     Certain Definitions...............................................................................18
      Section 7.2.     Further Assurances................................................................................19
      Section 7.3.     Notices...........................................................................................19
      Section 7.4.     No Third Party Beneficiaries......................................................................20
      Section 7.5.     Successors and Assigns............................................................................20
      Section 7.6.     Entire Agreement..................................................................................20
      Section 7.7.     Amendment.........................................................................................20
      Section 7.8.     Waiver............................................................................................20
      Section 7.9.     Severability......................................................................................21
      Section 7.10.    Article and Section Headings; Construction........................................................21
      Section 7.11.    Governing Law.....................................................................................21
      Section 7.12.    Counterparts......................................................................................21
</TABLE>

                                       ii
<PAGE>
                                    SCHEDULES

Schedule 3.5(B)        Litigation
Schedule 3.11          Taxes
Schedule 3.13(A)       Contracts
Schedule 3.13(B)       Contract Defaults; Enforceability
Schedule 3.13(C)       Contracts with Seller or Affiliates of Seller
Schedule 3.14          Insurance Coverage of Seller


                                    EXHIBITS

Exhibit A              Assignment and Assumption of Option Agreement
                      (and Addendum to Option Agreement)

                                      iii
<PAGE>
                              INDEX TO DEFINITIONS

<TABLE>
<CAPTION>
Term                                           Section Reference
----                                           -----------------
<S>                                            <C>
Accountants                                    Section 1.5(A)
Affiliate                                      Section 7.1(A)
Agreement                                      Introductory Paragraph
Assignment Agreement                           Section 1.4(A)
Claim Notice                                   Section 6.1(A)
Closing                                        Section 1.1
Closing Book Value of the Shares               Section 1.2
Closing Cash Payment                           Section 1.4(B)
Closing Date                                   Section 1.3
Closing Financial Statements                   Section 1.5(A)
Company                                        Recital A
Company Financial Statements                   Section 3.8
Compromise Notice                              Section 6.1(B)
Contract                                       Section 3.13
control                                        Section 7.1(A)
Damages                                        Section 6.1(c)
ERISA                                          Section 3.12(A)
Expenses                                       Section 6.1(D)
GAAP                                           Section 1.2
Indemnifiable Claim                            Section 6.1(E)
Indemnifiable Losses                           Section 6.1(F)
Indemnified Party                              Section 6.1(G)
Indemnifying Party                             Section 6.1(H)
Indemnity Notice                               Section 6.4(F)
Lease                                          Section 3.10
Notice Period                                  Section 6.4(B)
Option Agreement                               Section 1.4(A)
PC                                             Section 3.11
Person                                         Section 7.1(B)
Purchase Price                                 Section 1.2
Purchaser                                      Introductory Paragraph
SAP                                            Section 1.5(A)
Seller                                         Introductory Paragraph
September 30 Balance Sheet                     Section 3.8
Settlement Sum                                 Section 6.1(I)
Shares                                         Recital A
TAA                                            Section 5.1(B)
Tax Claim                                      Section 6.2(C)
Tax Returns                                    Section 3.11(D)
Taxes                                          Section 3.11(C)
Termination Date                               Section 5.1(B)
Third Party Claim                              Section 6.1(J)
</TABLE>

                                       iv
<PAGE>
                            SHARE PURCHASE AGREEMENT

      This Share Purchase Agreement (the "Agreement") is made to be effective as
of the 1st day of January, 2004, by and between Century Surety Company, an Ohio
corporation ("Seller"), and Evergreen National Indemnity Company, an Ohio
corporation ("Purchaser").

                                    RECITALS

      A.    Seller owns all of the issued and outstanding shares (the "Shares")
            of Continental Heritage Insurance Company, an Ohio domiciled
            property and casualty insurance corporation (the "Company").

      B.    Purchaser desires to purchase, and Seller desires to sell, the
            Shares for the consideration set forth below, subject to the terms
            and conditions of this Agreement.

      NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

                                   ARTICLE I
                         PURCHASE AND SALE OF THE SHARES

      SECTION 1.1. PURCHASE OF THE SHARES FROM SELLER. Subject to and upon the
terms and conditions of this Agreement, at the closing of the transactions
contemplated by this Agreement (the "Closing"), Seller shall sell, transfer,
convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire
and accept from Seller, all of the Shares, free and clear of any claims, liens,
restrictions on transfer or encumbrances with respect thereto.

      SECTION 1.2. PURCHASE PRICE FOR THE SHARES. The purchase price (the
"Purchase Price") to be paid by Purchaser to Seller for the Shares shall be an
amount equal to the aggregate book value of the Shares, determined in accordance
with generally accepted accounting principles consistently applied ("GAAP"), as
reflected on the Company's balance sheet prepared in accordance with GAAP as of
the close of business on December 31, 2003 (the "Closing Book Value of the
Shares").

      SECTION 1.3. CLOSING. The Closing shall take place at the offices of
Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio at 10:00
a.m. on the date hereof, or at such other place, time or date as may be mutually
agreed upon in writing by the parties (the "Closing Date").

      SECTION 1.4. CLOSING DELIVERIES. At the Closing:

      (A)   Seller shall deliver to Purchaser:

            (1)   certificates representing the Shares, duly endorsed in blank
                  or accompanied by stock powers duly executed in proper form
                  for transfer to Purchaser;
<PAGE>
            (2)   an Assignment and Assumption of Option Agreement in
                  substantially the form attached hereto as Exhibit A (the
                  "Assignment Agreement"), relating to the Option Agreement
                  dated as of December 27, 2001, as amended by that certain
                  amendment dated December 31, 2003 (as amended, the "Option
                  Agreement"), by and among Seller, Gary M. Williams, Bradley M.
                  Williams and Cyril E. Parish (collectively, the "Optionees"),
                  duly executed by Seller and each Optionee;

            (3)   a certificate of the Secretary of Seller certifying, as
                  complete and accurate as of the Closing, attached copies of
                  the articles of incorporation and code of regulations of
                  Seller, certifying and attaching all requisite resolutions or
                  actions of the board of directors of Seller and of the sole
                  shareholder of the Company approving the execution and
                  delivery of this Agreement and the consummation of the
                  transactions contemplated by this Agreement, and certifying to
                  the incumbency and signatures of the officers of Seller
                  executing this Agreement and any other document contemplated
                  hereby to be executed by Seller; and

            (4)   a certificate of the Secretary of the Company certifying, as
                  complete and accurate as of the Closing, attached copies of
                  the articles of incorporation and code of regulations of the
                  Company, and certifying to the incumbency of the officers and
                  directors of the Company as of the Closing.

      (B)   Purchaser shall deliver to Seller:

            (1)   Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars
                  ($6,028,690) (the "Closing Cash Payment") by wire transfer of
                  immediately available funds to an account designated in
                  writing by Seller or by the transfer of readily marketable
                  securities acceptable to Seller and Purchaser in such amount;

            (2)   the Assignment Agreement, duly executed by Purchaser; and

            (3)   a certificate of the Secretary of Purchaser certifying and
                  attaching all requisite resolutions or actions of the board of
                  directors of Purchaser, approving the execution and delivery
                  of this Agreement and the consummation of the transactions
                  contemplated by this Agreement, and certifying to the
                  incumbency and signatures of the officers of Purchaser
                  executing this Agreement and any other document contemplated
                  hereby to be executed by Purchaser.

      SECTION 1.5. POST-CLOSING ADJUSTMENT.

      (A)   Not later than one hundred twenty (120) days after the Closing Date,
            Seller shall cause to be prepared and delivered to Purchaser audited
            financial statements (the "Closing Financial Statements") of the
            Company as of the Closing Date, prepared in accordance with
            statutory accounting principles consistently applied ("SAP"),
            including the Seller's unaudited adjusted computation of the Closing
            Book Value of the Shares determined in accordance with GAAP. If
            within thirty (30) days following delivery of the Closing Financial
            Statements, Purchaser has not given Seller written notice of its
            objection to the Closing Financial Statements, then the Closing Book
            Value

                                       2
<PAGE>
            of the Shares reflected in the Closing Financial Statements will be
            used in determining the Purchase Price. If Purchaser gives such
            notice of objection and the parties are unable to reach agreement on
            the issues in dispute within thirty (30) days following delivery of
            the notice of objection, then the issues in dispute shall be
            submitted to an accounting firm mutually agreed upon by Seller and
            Purchaser (the "Accountants"), for resolution. In the event any
            issues are submitted to the Accountants for resolution, Seller and
            Purchaser shall each bear 50% of the fees of the Accountants for the
            resolution of such issues.

      (B)   Not later that ten (10) days following the final determination of
            the Purchase Price pursuant to Section 1.4(A):

            (1)   if the Purchase Price is greater than the Closing Cash
                  Payment, Purchaser shall promptly pay the difference to Seller
                  in immediately available funds; or

            (2)   if the Purchase Price is less than the Closing Cash Payment,
                  Seller shall promptly pay the difference to Purchaser in
                  immediately available funds.

                                   ARTICLE II
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser represents and warrants to Seller that the representations and
warranties contained in this Article II are true and complete as of the Closing
Date (except that any representation or warranty that is given as of a
particular date and relates solely to a particular date or period is given as of
such date or period). Acknowledging that Seller will be relying upon such
representations and warranties in connection with the transactions contemplated
hereby, Purchaser hereby represents and warrants to Seller as follows:

      SECTION 2.1. ORGANIZATION AND AUTHORITY. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Ohio and has full corporate power, right and authority to own its properties and
assets and to carry on its business as it is now being conducted, to purchase
the Shares and to enter into and carry out the transactions contemplated by this
Agreement.

      SECTION 2.2. AUTHORIZATION.

      (A)   This Agreement has been duly authorized, executed and delivered by
            Purchaser, and no further corporate proceedings on the part of
            Purchaser are or will be necessary to authorize this Agreement and
            the transactions contemplated hereby. This Agreement is the legal,
            valid and binding obligation of Purchaser, enforceable against
            Purchaser in accordance with its terms.

      (B)   Other than the approval of the Superintendent of the Ohio Department
            of Insurance, which approval previously has been obtained or waived,
            no filing with,

                                       3
<PAGE>
            authorization of, exemption by, or consent or approval of, any
            regulatory authority is necessary for the consummation by Purchaser
            of the transactions contemplated by this Agreement.

      SECTION 2.3. LITIGATION. There is no action, suit or proceeding pending
or, to the knowledge of Purchaser, threatened against or affecting Purchaser or
any of its properties before any court or arbitrator or any governmental
authority, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay any of the transactions contemplated
hereby.

      SECTION 2.4. BROKERS AND FINDERS. Neither Purchaser nor its officers,
agents or other representatives have incurred any obligation, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement.

      SECTION 2.5. ACCURACY OF REPRESENTATIONS, WARRANTIES AND OTHER STATEMENTS
MADE. The representations and warranties of Purchaser set forth in this
Agreement, and in any certification delivered pursuant hereto, do not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements made, in light of the circumstances under which
they were made, not misleading.

                                  ARTICLE III
                       REPRESENTATIONS OF SELLER REGARDING
                       SELLER, THE SHARES AND THE COMPANY

      Seller represents and warrants to Purchaser that the representations and
warranties contained in this Article III are true and complete as of the Closing
Date (except that any representation or warranty that is given as of a
particular date and relates solely to a particular date or period is given as of
such date or period). Acknowledging that Purchaser will be relying upon such
representations and warranties in connection with the transactions contemplated
hereby, Seller hereby represents and warrants to Purchaser as follows:

      SECTION 3.1. ORGANIZATION AND AUTHORITY.

      (A)   Seller is a corporation duly organized, validly existing and in good
            standing under the laws of the State of Ohio and has full corporate
            power, right and authority to own its properties and assets,
            including but not limited to the Shares, and to carry on its
            business as it is now being conducted, and to enter into and carry
            out its obligations under this Agreement. Seller has all necessary
            governmental authorizations to own or lease its properties and
            assets and to carry on its business as now being conducted in all
            respects material to the financial condition or business of Seller.

      (B)   The Company is a corporation duly organized, validly existing and in
            good standing under the laws of the State of Ohio. The Company has
            the full corporate power, right and authority to own its properties
            and assets and to carry on its business as it is now being conducted
            in all respects material to the financial condition or business of
            the Company. The Company has all necessary governmental
            authorizations to own or lease its properties and assets and to
            carry

                                       4
<PAGE>
            on its business as now being conducted in all respects material to
            the financial condition or business of the Company. The Company is
            not required to qualify to do business in any state or foreign
            jurisdiction where not already so qualified except where a failure
            to so qualify would not have a material adverse effect on the
            financial condition or business of the Company. The Company has all
            necessary governmental authorizations to own or lease its properties
            and assets, to underwrite insurance and to otherwise carry on its
            business as now being conducted.

      SECTION 3.2. AUTHORIZATION AND ENFORCEABILITY.

      (A)   This Agreement has been duly authorized, executed and delivered by
            Seller, and no further corporate proceedings on the part of Seller
            are or will be necessary to authorize this Agreement and the
            transactions contemplated hereby. This Agreement is the legal, valid
            and binding obligation of Seller, enforceable against Seller in
            accordance with its terms.

      (B)   Neither the execution, delivery and performance of this Agreement by
            Seller, nor the consummation of the transactions contemplated
            hereby, will violate, conflict with, or result in a breach of any
            provisions of, or constitute a default (or an event which, with
            notice or lapse of time or both, would constitute a default) under,
            or result in the termination of, or accelerate the performance
            required by, or result in a right of termination or acceleration
            under, or the creation of any lien, security interest, charge or
            encumbrance upon any of the properties or assets of Seller or the
            Company under any of the terms, conditions or provisions of (1) the
            articles of incorporation and code of regulations of Seller or the
            Company; (2) any note, bond, mortgage, indenture, deed of trust,
            license, lease, agreement or other instrument or obligation to which
            Seller or the Company is a party or may be bound or to which the
            properties or assets of Seller or the Company may be subject; or (3)
            any judgment, ruling, order, writ, injunction, decree, statute, rule
            or regulation applicable to Seller or the Company, or to the
            properties or assets of Seller or the Company.

      (C)   Other than the approval of the Superintendent of the Ohio Department
            of Insurance, which approval previously has been obtained or waived,
            no filing with, authorization of, exemption by, or consent or
            approval of, any regulatory authority is necessary for the
            consummation by Seller of the transactions contemplated by this
            Agreement.

      SECTION 3.3. TITLE AND POWER TO SELL. At the Closing, Seller will have
good title to the Shares which are to be transferred to Purchaser by Seller
pursuant hereto, free and clear of any adverse claims, liens, proxies, voting
trusts, restrictions on transfer or encumbrances with respect thereto. The
Shares are validly issued, fully paid and nonassessable. Seller has the full
corporate power, right and authority to transfer, convey and sell the Shares to
Purchaser at the Closing. The certificates representing the Shares do not
contain any restrictive legend or reference to any agreement.

                                       5
<PAGE>
      SECTION 3.4. CAPITALIZATION OF THE COMPANY. The authorized capital stock
of the Company consists of 1,000,000 common shares, each with a par value of
$7.00 per share, of which 221,786 shares are issued and outstanding and owned by
Seller and constitute the Shares. The Company holds no shares of common stock in
its treasury. There are no other shares of capital stock or other equity
securities of the Company outstanding and, except for the Option Agreement,
there are no outstanding options, warrants, scrips, rights to subscribe to,
proxies, voting trusts, puts, calls, commitments or agreements of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of capital stock of the Company. All of the Shares are validly
issued, fully paid and nonassessable and owned by Seller free and clear of any
adverse claim, lien, proxies, voting trusts, restrictions on transfer or
encumbrance thereto, and neither Seller nor the Company has any liability to any
former holder of any shares of capital stock of the Company or to any other
Person or governmental authority relating to the purchase, sale, redemption,
retirement or cancellation thereof.

      SECTION 3.5. LITIGATION AND OTHER PROCEEDINGS.

      (A)   There is no action, suit or proceeding pending or, to the knowledge
            of Seller, threatened against or affecting Seller or any Affiliate
            of Seller or any of their respective properties before any court or
            arbitrator or any governmental authority, agency or official which
            in any manner challenges or seeks to prevent, enjoin, alter or
            materially delay any of the transactions contemplated hereby.

      (B)   Except as set forth on Schedule 3.5(B), there is no pending claim,
            action, suit, investigation or proceeding (1) that has been
            commenced by or against the Company or that otherwise relates to or
            may affect the business of, or any of the assets owned or used by,
            the Company, other than policyholder claims brought in the ordinary
            course of business made under insurance policies issued by the
            Company; or (2) that challenges, or that may have the effect of
            preventing, delaying, making illegal or otherwise interfering with,
            any of the transactions contemplated hereby. To the knowledge of
            Seller, no such claim, action, suit, investigation or proceeding has
            been threatened. To the knowledge of Seller, no event has occurred
            or circumstance exists which is material to the financial condition
            or business of the Company that may give rise to or serve as a basis
            for the commencement of any such claim, action, suit, investigation
            or proceeding.

      SECTION 3.6. BROKERS AND FINDERS. None of Seller or the Company, nor any
of their respective officers, agents or other representatives, have incurred any
obligation, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement.

      SECTION 3.7. COMPANY SUBSIDIARIES. The Company has no subsidiaries and
does not own, directly or indirectly, any capital stock or other equity interest
in any corporation or other entity.

      SECTION 3.8. COMPANY FINANCIAL STATEMENTS. The consolidated balance sheet
of the Company as of December 31, 2002, the related consolidated income
statement, statement of shareholders' equity and statement of cash flow for the
year ended December 31, 2002, and the

                                       6
<PAGE>
consolidated balance sheet of the Company as of September 30, 2003 (the
"September 30 Balance Sheet") and the related consolidated income statement,
statement of shareholders' equity and statement of cash flow for the nine-month
period then ended (collectively, the "Company Financial Statements") have been
prepared on a basis consistent with SAP and fairly present the financial
position and results of operations of the Company as of the dates thereof and
for the periods covered thereby. The Closing Financial Statements will be
prepared on a basis consistent with SAP and will fairly present the financial
position and results of operations of the Company as of the date thereof and for
the periods covered thereby.

      SECTION 3.9. ABSENCE OF UNDISCLOSED LIABILITIES. The Company has no
material obligations or liabilities of any nature (whether known or unknown,
asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated, and due or to become due), other than (A) those set forth or
adequately provided for in the September 30, 2003 Balance Sheet or in the
footnotes thereto that are of a nature required by SAP to be set forth therein;
(B) those incurred in the ordinary course of business since the date of the
September 30, 2003 Balance Sheet and consistent with past practice (only if such
obligations or liabilities do not arise out of, result from or relate to any
breach of contract, breach of warranty, tort, infringement or violation of law);
and (C) those incurred in connection with the execution of this Agreement.

      SECTION 3.10. PROPERTIES. The Company does not own any material personal
property or any real property. The Company does not lease any real property.

      SECTION 3.11. TAXES.

      (A)   Since January 1, 2000, the Company has been included in consolidated
            federal income Tax Returns filed by ProCentury Corporation, an Ohio
            corporation ("PC").

      (B)   Except as set forth on Schedule 3.11:

            (1)   All Tax Returns required to be filed by the Company and all
                  Tax Returns of any consolidated, combined or unitary group
                  which includes the Company are complete and accurate in all
                  respects material to the financial condition or the business
                  of the Company and have been timely filed, and the Taxes shown
                  thereon as due to be paid or withheld have been paid or
                  withheld.

            (2)   The statute of limitations for the assessment of federal
                  income taxes of the Company has expired for each period
                  through December 31, 1999.

            (3)   No deficiency or adjustment for any Taxes of the Company not
                  yet paid has been proposed in writing to Seller or PC or, to
                  the knowledge of Seller or PC, assessed.

            (4)   All Taxes of the Company required to be paid by the Company on
                  all Tax Returns required to be filed have been paid and all
                  such Taxes for the periods since the last Tax Returns were
                  filed through the Closing Date for which Tax Returns are
                  required to be filed in the future, and all other

                                       7
<PAGE>
                  Taxes for periods through the Closing Date for which Tax
                  Returns are not required to be filed, and all interest and
                  penalties thereon, whether disputed or not, have been duly
                  paid or reserved for in accordance with SAP on the Company
                  Financial Statements through the dates thereof and thereafter
                  reserved for on the books and records of the Company, and the
                  Company does not have any liability for Taxes in excess of the
                  amounts so paid or reserved for in accordance with SAP on the
                  Company Financial Statements through the dates thereof and
                  thereafter reserved for on the books and records of the
                  Company.

            (5)   All Taxes of the Company for that portion of the current Tax
                  year occurring prior to and including the Closing Date,
                  whether or not they have become payable, have been (or at or
                  prior to the Closing Date shall be) paid in full or adequately
                  reserved for in accordance with SAP, and to the extent
                  liabilities for Taxes have been accrued but not become
                  payable, they are adequately reflected in accordance with SAP
                  on the Company Financial Statements through the dates thereof
                  and thereafter on the books and records of the Company.

            (6)   There are no federal, state or local Tax liens upon any
                  property or assets of the Company other than liens for Taxes
                  not yet due and payable.

            (7)   Neither the Company, nor any member of any consolidated,
                  combined or unitary group which includes the Company, has any
                  current or pending request for any extension of time within
                  which to file any Tax Returns for which Tax Returns have not
                  yet been filed with the taxing authority.

            (8)   Neither the Company nor any consolidated, combined or unitary
                  group which includes the Company, has any pending or, to the
                  knowledge of Seller or PC, proposed audit of any Tax Returns
                  with respect to which the Company has or would have any
                  liability. No deficiencies for Taxes have been claimed,
                  assessed or, to the knowledge of Seller or PC, proposed by any
                  taxing authority against either the Company or any member of
                  any consolidated, combined or unitary group which includes the
                  Company with respect to which the Company would have any
                  liability, and, to the knowledge of Seller or PC, there is no
                  basis for any such deficiency or claim for which adequate
                  reserves in accordance with SAP have not been established on
                  the Company Financial Statements through the date thereof and
                  thereafter on the books and records of the Company.

      (C)   For purposes of this Agreement, "Taxes" shall mean all material
            taxes, charges, fees, levies or other assessments of whatever kind
            or nature, including without limitation, all net income, gross
            income, gross receipts, premium, sales, use, ad valorem, transfer,
            franchise, profits, license, withholding, payroll, employment,
            excise, estimated, severance, stamp, occupancy or property taxes,
            custom duties, fees, assessments or charges of any kind whatsoever
            (together with any interest, penalty, or addition to tax), including
            any obligation to contribute to the payment

                                       8
<PAGE>
            of a Tax determined upon a consolidated, combined or unitary basis
            with respect to a group of corporations that includes or included
            the Company, pursuant to Treasury Department Regulation Section
            1.1502-6 or otherwise.

      (D)   For purposes of this Agreement, "Tax Returns" shall mean all
            returns, amended returns, declarations, reports, estimates,
            information returns and statements required to be filed under
            federal, state or local law relating to Taxes by, or including, the
            Company.

      SECTION 3.12. EMPLOYEES.

      (A)   The Company currently has no employees. The Company does not
            maintain any pension plans, as defined in Section 3(2) of the
            Employee Retirement Income Security Act of 1974, as amended
            ("ERISA"), welfare plans, as defined in Section 3(1) of ERISA, or
            other incentive, fringe benefit, vacation, or leave plans, policies
            or arrangements. Since January 1, 1997, (i) neither the Company nor
            the Seller has maintained or contributed to, or been required to
            contribute to, any "multiemployer plan" as that term is defined in
            Section 4001(a)(3) of ERISA, and (ii) neither the Company nor the
            Seller has incurred, or will incur with respect to any event
            occurring prior to the Closing Date, any liability under Sections
            4062, 4063 or 4201 of ERISA.

      (B)   To the knowledge of Seller, there are no employment, incentive,
            bonus or other employee merit agreements or arrangements between the
            Company, on the one hand, and any current or former employee
            thereof, on the other.

      SECTION 3.13. CONTRACTS. Schedule 3.13(A) contains a complete and accurate
list of all contracts, agreements, options, instruments, commitments and
understandings to which the Company is a party or to which it is subject (each,
a "Contract"), other than Contracts that are not material (either individually
or in the aggregate) to the Company or the business or operations of the
Company. Except as set forth on Schedule 3.13(B): (1) neither the Company, nor
(to the knowledge of Seller) any other party to a Contract, is in default
thereunder, except for such defaults as have been cured or waived in writing by
an appropriate party (provided that the Company has not waived any material
default under any provision of any Contract which has not been terminated prior
to the Closing Date) or such defaults which are not material to the financial
condition or business of the Company; (2) all such Contracts, to the extent the
same give rights to the Company, are enforceable by the Company in accordance
with their terms, subject to applicable bankruptcy, insolvency, reorganization
or other laws of general applicability affecting creditor's rights generally,
and the effect of laws governing specific performance, injunctive relief and
other equitable remedies on the enforceability of such documents, and neither
Seller nor the Company has received written notice of any claim to the contrary;
and (3) each Contract is in full force and effect and constitutes a legal, valid
and binding obligation of the respective parties thereto. Except as provided on
Schedule 3.13(B), no consent or other authorization from any Person (other than
the Company) who is a party to any such Contract is required to consummate the
transactions contemplated by this Agreement. Except as set forth on Schedule
3.13(C), the Company is not a party to or bound by any Contract with Seller or
any Affiliate of Seller, and no Contract with Seller or any Affiliate of Seller
which was previously in

                                       9
<PAGE>
force has been terminated by the Company since December 31, 2002, except as
expressly contemplated by this Agreement.

      SECTION 3.14. INSURANCE COVERAGE. Schedule 3.14 contains a complete and
correct list of all insurance policies maintained by Seller or any Affiliate
thereof which provide coverage for the Company, or its officers and directors.
The Company does not maintain any insurance policies.

      SECTION 3.15. BOOKS AND RECORDS. The books of account of the Company
reflect all material items of income and expense and all material assets,
liabilities and accruals, and are prepared and maintained in form and substance
adequate for preparing audited financial statements in accordance with SAP.

      SECTION 3.16. RESERVES. Seller has provided to Purchaser the Company's
independent actuary's opinion and analysis of the loss reserves of the Company
as of December 31, 2002.

      SECTION 3.17. ACCURACY OF REPRESENTATIONS, WARRANTIES AND OTHER STATEMENTS
MADE. The representations and warranties of Seller set forth in this Agreement,
and in any certification delivered pursuant hereto, do not contain any untrue
statement of a material fact. Except as expressly set forth in this Article III,
Seller makes no representation or warranty, express or implied, at law or in
equity, in respect of the Company or any of its assets, liabilities or
operations, and any such other representations or warranties are hereby
expressly disclaimed.

                                   ARTICLE IV
                       ADDITIONAL COVENANTS AND AGREEMENTS

      SECTION 4.1. SETTLEMENT OF INTERCOMPANY ACCOUNTS. All intercompany
accounts between the Company, on the one hand, and Seller or any of its
Affiliates, on the other, shall be finally settled, compromised or paid in full
on or prior to the Closing Date, unless such relationship will continue after
the Closing.

      SECTION 4.2. EXPENSES. Each party hereto shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement. The
Company shall not bear any expenses incident to the transactions contemplated
hereby, it being understood and agreed that all such expenses of the Company
shall be borne by Seller.

                                   ARTICLE V
                                   TAX MATTERS

      SECTION 5.1. PAYMENTS IN RESPECT OF TAXES AND TAX RETURNS FOR STUB PERIOD
PRIOR TO AND INCLUDING THE TERMINATION DATE.

      (A)   Purchaser acknowledges that PC has included the Company as a member
            of its affiliated group in its consolidated federal income Tax
            Return for the calendar years 2000 though 2002 and will include the
            Company in its consolidated federal income Tax Return for the
            calendar year 2003. The Company files its own state and local tax
            returns.

                                       10
<PAGE>
      (B)   Any Tax allocation or sharing agreement or arrangement, whether or
            not written, that may have been entered into by the Company and
            Seller or any Affiliate of Seller, including without limitation that
            certain Tax Allocation Agreement dated as of January 1, 2003 by and
            among PC and certain of its Affiliates (the "TAA"), shall be
            terminated as to the Company as of the close of business on December
            31, 2003 (the "Termination Date"), and no payments which are owed by
            or to the Company pursuant thereto shall be made thereunder;
            provided, however, that immediately prior to such termination, any
            intercompany accounts arising from the operation of Section 5 of the
            TAA shall be paid and settled effective as of the Termination Date.

      (C)   All Taxes attributable to the Company for the Tax period ending on
            or prior to the Closing Date shall be accrued and paid by Seller and
            PC. Seller shall be liable for and shall pay all transfer taxes
            arising from the sale of the Shares. Whenever it is necessary to
            determine the liability for Taxes of the Company for a portion of a
            taxable year or period that begins before and ends after the Closing
            Date, the determination of the Taxes of the Company for the portion
            of the year or period ending on, and the portion of the year or
            period beginning after, the Closing Date shall be determined by
            assuming that the Company had a taxable year or period which ended
            at the close of the Closing Date, except the exemptions, allowances
            or deductions that are calculated on an annual basis, such as the
            deduction for depreciation, shall be apportioned on a time basis.
            Seller agrees, with respect to Tax attributes of the Company, not to
            take any actions inconsistent with the Company's Tax accounting
            methods applied on a consistent basis which have the effect of
            accelerating a deduction otherwise attributable to the period on or
            after the Closing Date to the period before such date or the effect
            of deferring a Tax liability otherwise attributable to the period
            before or on the Closing Date to the period after such date.

      (D)   PC and Seller shall file or cause to be filed when due all Tax
            Returns with respect to Taxes that are required to be filed by or
            with respect to the Company for taxable years or periods ending on
            or before the Closing Date; provided, however, that (1) any such Tax
            Return relating to a taxable year or period that begins before and
            ends after the Closing Date shall be prepared in accordance with the
            Company's past practices applied on a consistent basis; (2)
            Purchaser shall have a reasonable opportunity to review and comment
            upon each such Tax Return; and (3) PC and Seller shall make, or
            cause to be made, such revisions to such Tax Returns as are
            reasonably requested by Purchaser. Purchaser shall file or cause to
            be filed when due all Tax Returns with respect to Taxes that are
            required to be filed by or with respect to the Company for taxable
            years or periods ending after the Closing Date; provided, however,
            that (1) any such Tax Return relating to a taxable year or period
            that begins before and ends after the Closing Date shall be prepared
            in accordance with the Company's past practices applied on a
            consistent basis; (2) Seller shall have a reasonable opportunity to
            review and comment upon each such Tax Return; and (3) Purchaser
            shall make, or cause to be made, such revisions to such Tax Returns
            as are reasonably requested by Seller. Seller shall pay Purchaser
            the Taxes for which PC and Seller are liable pursuant to Section

                                       11
<PAGE>
            5.1(C) but which are payable with Tax Returns to be filed by
            Purchaser pursuant to the previous sentence within ten (10) days
            prior to the date for the filing of such Tax Returns. Purchaser
            shall pay to Seller within ten (10) days after receipt by Purchaser
            any refund or credit of Taxes for which Seller is liable, which
            refund or credit is received by Purchaser with respect to Tax
            Returns to be filed by Purchaser pursuant to this Section 5.1(D).

      SECTION 5.2. DISCLOSURE OF TAX TREATMENT. Notwithstanding anything to the
contrary contained in this Agreement or any other express or implied agreement,
arrangement or understanding, the parties hereto hereby agree that each such
party (and each employee, representative or other agent of each such party) may
disclose to any and all persons, without limitation of any kind, (A) the tax
treatment and tax structure of the transactions contemplated by this Agreement
and the tax treatment and tax structure of all related transactions, and (B) all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such tax treatment and tax structure.

      SECTION 5.3. MUTUAL COOPERATION. Purchaser, on the one hand, and Seller,
on the other, shall provide each other with such assistance as may reasonably be
requested by either of them in connection with the preparation and execution of
any Tax Return, any audit or other examination by any taxing authority, or any
judicial or administrative proceedings relating to liability for Taxes, and each
will retain and, upon the request of the other, provide the other with any
records or information which may be relevant to such return, audit or
examination or proceedings. Such assistance shall include making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder and shall include providing
copies of any relevant Tax Returns (or portions thereof) and supporting work
schedules. The party requesting such assistance hereunder shall reimburse the
other for out-of-pocket expenses (but not including any salary or other
compensation, or any other overhead or administrative expenses) actually and
reasonably incurred by the other in providing such assistance.

                                   ARTICLE VI
                                 INDEMNIFICATION

      SECTION 6.1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:

      (A)   The term "Claim Notice" shall mean the written notification by an
            Indemnified Party to an Indemnifying Party pursuant to Section 6.4
            hereof, which notification shall include a copy of all papers
            served, if any;

      (B)   The term "Compromise Notice" shall mean a written notice given by
            each party to an Indemnifiable Claim stating that such party desires
            to accept a proposed compromise or settlement with respect to such
            Indemnifiable Claim;

      (C)   The term "Damages" shall mean all losses, damages, obligations,
            liabilities, judgments and settlements, including, without
            limitation, costs (including court

                                       12
<PAGE>
            costs and costs of any third party arbitrator) and Expenses, as well
            as any resulting fines, penalties, assessments or Taxes;

      (D)   The term "Expenses" shall mean all out-of-pocket expenses reasonably
            incurred under the circumstances or for the purposes in question or
            to enforce rights or obligations hereunder, including, without
            limitation, costs of investigation, court costs, costs of
            arbitration or mediation and reasonable attorneys', accountants' and
            expert witnesses' fees and out-of-pocket expenses;

      (E)   The term "Indemnifiable Claim" shall mean a claim for which an
            Indemnified Party is making a claim under this Article VI for
            Indemnifiable Losses;

      (F)   The term "Indemnifiable Losses" shall mean any and all Damages for
            which an Indemnified Person is entitled to indemnification;

      (G)   The term "Indemnified Party" shall mean any Person entitled to
            receive indemnification under this Agreement;

      (H)   The term "Indemnifying Party" shall mean any Person required to
            provide indemnification under this Agreement;

      (I)   The term "Settlement Sum" shall mean the sum of: (1) the amount of a
            proposed compromise or settlement of an Indemnifiable Claim agreed
            to by all parties to such Indemnifiable Claim (other than the
            Indemnified Party); and (2) the amount of all other Indemnified
            Losses to which the Indemnified Party is entitled with respect to
            such Indemnifiable Claims outstanding at the expiration of the
            thirty day calendar period beginning on the date on which the last
            Compromise Notice relating to such indemnified claim has been
            received by the Indemnified Party;

      (J)   The term "Third Party Claim" shall mean a claim or demand asserted
            against or sought to be collected from an Indemnified Party by a
            Person other than Seller, the Company, Purchaser or any Affiliates
            of Seller or Purchaser.

      SECTION 6.2. TAX INDEMNIFICATION.

      (A)   Seller shall be liable for, shall pay, and shall defend, indemnify
            and hold Purchaser and its Affiliates (and their respective
            officers, directors, employees, agents and representatives) harmless
            from and against any and all Taxes due from the Company for any
            taxable period (or portion thereof) ending on or before the Closing
            Date, together with all Expenses related thereto; provided, however,
            that Seller shall not be liable for such Expenses or to indemnify
            Purchaser or its Affiliates on account thereof to the extent Section
            6.2(E) expressly states that an action by Purchaser shall be at its
            Expense. Seller shall be entitled to all refunds of Taxes payable
            with respect to the Company for taxable periods (or portions
            thereof) ending on or before the Closing Date.

      (B)   Purchaser shall be liable for, shall pay, and shall defend,
            indemnify and hold Seller and its Affiliates (and its officers,
            directors, employees, agents and

                                       13
<PAGE>
            representatives) harmless from and against any and all Taxes due
            from the Company for any taxable period (or portion thereof)
            beginning after the Closing Date, together with all Expenses related
            thereto; provided, however, that Purchaser shall not be liable for
            such Expenses to the extent Section 6.2(E) expressly states that any
            action by Seller shall be at its Expense. Purchaser shall be
            entitled to all refunds of Taxes payable with respect to the Company
            for such taxable periods (or portions thereof).

      (C)   The Indemnified Party shall notify the Indemnifying Party promptly
            of the commencement of any claim, action, suit or proceeding or
            other proposed charge or adjustment by any taxing authority
            concerning Taxes or other Damages for which the Indemnifying Party
            is liable pursuant to Section 6.2(A) or 6.2(B) hereof ("Tax Claim").

      (D)   The Indemnified Party shall furnish the Indemnifying Party in a
            timely manner with copies of all correspondence (including, without
            limitation, notices, requests, explanations, determinations,
            schedules, charts and lists) received from any taxing authority in
            connection with any Tax Claim for which the Indemnified Party is
            seeking indemnification hereunder.

      (E)   At its option (following reasonable notice and consultation with the
            Indemnified Party), the Indemnifying Party may, at its Expense,
            contest any Tax Claim in any legally permissible manner until such
            time as any payment for Taxes or such other Damages with respect to
            such Tax Claim is due or, upon the Indemnifying Party's payment of
            such Taxes and other Damages, may sue for a refund thereof where
            permitted by applicable law. Except as provided in the last sentence
            of this subsection, the Indemnifying Party shall control all
            actions, suits and proceedings taken in connection with any such
            contest or refund suit, and may pursue or forego any and all
            administrative appeals, actions, suits and proceedings and
            conferences with the taxing authority in respect to such Tax Claim.
            Notwithstanding the foregoing, if such contest or refund suit has or
            would reasonably be expected to have a material adverse effect on
            the Indemnified Party or on the liability of the Indemnified Party
            for Taxes, if the Indemnified Party is Purchaser or an Affiliate
            thereof, with respect to any period (or portion thereof) ending
            after the Closing Date, and, if the Indemnified Party is Seller,
            with respect to any period (or portion thereof) ending on or prior
            to the Closing Date, then the Indemnified Party may, at its Expense,
            participate in any such contest or refund suit and no party shall
            compromise or settle such contest or refund suit without the consent
            of the other parties, which consent shall not be unreasonably
            withheld.

      SECTION 6.3. GENERAL INDEMNIFICATION. The indemnification required under
any subsection of this Section 6.3 is in addition to the indemnification
required under any other subsection of this Section 6.3 and to any rights to
indemnification elsewhere provided for in this Agreement.

      (A)   Seller hereby agrees to indemnify, defend and hold Purchaser and its
            Affiliates (and their respective officers, directors, employees,
            agents and representatives)

                                       14
<PAGE>
            harmless from and against and in respect of, and shall on demand pay
            or reimburse Purchaser and its Affiliates (and their respective
            officers, directors, employees, agents and representatives) for any
            and all Damages, whether or not involving a Third Party Claim:

            (1)   based upon or arising out of the breach of any representation
                  or warranty or the non-performance, partial or total, of any
                  covenant or agreement of Seller contained in this Agreement;

            (2)   based upon or arising out of the items of litigation (and the
                  facts underlying such litigation) which are identified on
                  Schedule 3.5(B); and

            (3)   based upon or arising with respect to the compensation and
                  employee benefits due, prior to the Closing Date, to any
                  employee of the Seller who provided services to the Company,
                  including, without limitation, any amounts for salary, wages
                  and incentive compensation, and any liabilities arising
                  directly or indirectly from any employee benefit plan (as
                  defined in Section 3(3) of ERISA) maintained, or contributed
                  to, by the Seller.

      (B)   Purchaser hereby agrees to indemnify, defend and hold Seller and its
            Affiliates (and its officers, directors, employees, agents and
            representatives of each) harmless from and against and in respect
            of, and shall on demand pay or reimburse Seller and its Affiliates
            (and its officers, directors, employees, agents and other
            representatives) for any and all Damages whether or not involving a
            Third Party Claim, based upon or arising out of the breach of any
            representation or warranty or the non-performance, partial or total,
            of any covenant or agreement of Purchaser contained in this
            Agreement.

      SECTION 6.4. METHOD OF ASSERTING CLAIMS. All claims for indemnification by
any Indemnified Party under Section 6.3 shall be asserted and resolved as
follows:

      (A)   In the event any claim or demand for which an Indemnifying Party
            would be liable for Damages to an Indemnified Party under Section
            6.3 hereof is a Third Party Claim, the Indemnified Party shall
            deliver a Claim Notice with reasonable promptness to the
            Indemnifying Party. If the Indemnified Party fails to provide the
            Indemnifying Party with the Claim Notice required by the preceding
            sentence at least ten (10) calendar days before the date on which
            the Indemnifying Party's ability to defend against the Third Party
            Claim is materially prejudiced by the Indemnified Party's failure to
            provide such Claim Notice, the Indemnifying Party will not be
            obligated to indemnify the Indemnified Party with respect to such
            portion of the Third Party Claim as to which the Indemnifying
            Party's ability to defend has been prejudiced by such failure of the
            Indemnified Party, except where the Indemnified Party itself did not
            receive the Claim Notice in time to meet the ten (10) day prior
            notice requirement.

      (B)   Upon receipt of a Claim Notice, the Indemnifying Party shall notify
            the Indemnified Party with reasonable promptness, but in all events
            within fifteen

                                       15
<PAGE>
            (15) calendar days after receipt thereof ("Notice Period"), of
            whether the Indemnifying Party disputes its liability to the
            Indemnified Party hereunder with respect to such Third Party Claim
            and whether the Indemnifying Party desires, at the sole cost and
            Expense of the Indemnifying Party, to defend the Indemnified Party
            against such Third Party Claim.

      (C)   If the Indemnifying Party notifies the Indemnified Party within the
            Notice Period or at any time thereafter that the Indemnifying Party
            does not dispute its liability to the Indemnified Party and that the
            Indemnifying Party desires to defend the Indemnified Party with
            respect to the Third Party Claim pursuant to this Article VI, then
            the Indemnifying Party shall have the right to defend, at its sole
            cost and Expense, such Third Party Claim by all appropriate actions,
            suits and proceedings. Such actions, suits and proceedings shall be
            diligently prosecuted by the Indemnifying Party to a final
            conclusion or will be settled at the discretion of the Indemnifying
            Party (with the prior written consent of the Indemnified Party,
            which consent will not be unreasonably withheld or delayed). From
            the date of such notice, the Indemnifying Party shall have full
            control of such defense and actions, suits and proceedings,
            including any compromise or settlement thereof; provided, however,
            that the Indemnified Party may, at any time prior to its receipt of
            such notice from the Indemnifying Party, file any motion, answer, or
            other pleadings that the Indemnified Party may deem necessary or
            appropriate to protect its interests or those of the Indemnifying
            Party and not materially prejudicial to the Indemnifying Party (it
            being understood and agreed that, except as provided in Section
            6.4(D) hereof, if an Indemnified Party takes any such action that is
            materially prejudicial and conclusively causes a final adjudication
            that is materially adverse to the Indemnifying Party, the
            Indemnifying Party will be relieved of its obligations hereunder
            with respect to the portion of such Third Party Claim prejudiced by
            the Indemnified Party's action); and provided further, that if
            requested by the Indemnifying Party, the Indemnified Party agrees,
            at the sole cost and Expense of the Indemnifying Party (except that
            the Indemnifying Party shall not be responsible for any attorneys
            fees of the Indemnified Party unless the retention of such attorneys
            is requested by the Indemnifying Party), to cooperate with the
            Indemnifying Party and its counsel in contesting any Third Party
            Claim that the Indemnifying Party elects to contest, or if
            appropriate and related to the Third Party Claim in question, in
            making any counterclaim against the Person asserting the Third Party
            Claim, or any cross-complaint against any Person (other than the
            Indemnified Party or any of its Affiliates). The Indemnified Party
            may participate in, but not control, any defense or settlement of
            any Third Party Claim controlled by the Indemnifying Party pursuant
            to this Subsection (C), and except as provided in the preceding
            sentence, the Indemnified Party shall bear its own Expenses with
            respect to such participation.

      (D)   If the Indemnifying Party fails to notify the Indemnified Party that
            the Indemnifying Party does not dispute its liability to the
            Indemnified Party and that the Indemnifying Party desires to defend
            the Indemnified Party with respect to the Third Party Claim pursuant
            to this Article VI, or if the Indemnifying Party gives such notice
            but fails diligently and promptly to prosecute or settle the Third
            Party

                                       16
<PAGE>
            Claim, then the Indemnified Party shall have the right to defend, at
            the sole Expense of the Indemnifying Party, the Third Party Claim by
            all appropriate actions, suits and proceedings. Such actions, suits
            and proceedings shall be promptly and vigorously prosecuted by the
            Indemnified Party to a final conclusion or will be settled at the
            discretion of the Indemnified Party (with the prior consent of the
            Indemnifying Party, which consent shall not be unreasonably withheld
            or delayed). The Indemnified Party shall have full control of such
            defense and actions, suits and proceedings, including any compromise
            or settlement thereof; provided, however, that if requested by the
            Indemnified Party, the Indemnifying Party agrees, at the sole
            Expense of the Indemnifying Party, to cooperate with the Indemnified
            Party and its counsel in contesting any Third Party Claim which the
            Indemnified Party is contesting, or, if appropriate and related to
            the Third Party Claim in question, in making any counterclaim
            against the Person asserting the Third Party Claim, or any
            cross-complaint against any Person (other than the Indemnifying
            Party or any of its Affiliates). The Indemnifying Party may
            participate in, but not control, any defense or settlement
            controlled by the Indemnified Party pursuant to this Section 6.4(D),
            and the Indemnifying Party shall bear its own Expenses with respect
            to such participation.

      (E)   Notwithstanding the foregoing provisions of this Section 6.4, if the
            Indemnifying Party has notified the Indemnified Party within the
            Notice Period that the Indemnifying Party disputes its liability to
            the Indemnified Party and if such dispute is resolved in favor of
            the Indemnifying Party by a final, non-appealable order, ruling,
            judgment or decree of a court of competent jurisdiction, the
            Indemnifying Party shall not be required to provide any
            indemnification hereunder and shall not be required to bear any
            Expenses of the Indemnified Party's defense pursuant to Section
            6.4(D) or of the Indemnifying Party's participation therein at the
            Indemnified Party's request, and the Indemnified Party shall
            reimburse the Indemnifying Party in full for all Expenses incurred
            by the Indemnifying Party in connection with such claim.

      (F)   In the event any Indemnified Party has a claim against any
            Indemnifying Party hereunder that does not involve a Third Party
            Claim being asserted against or sought to be collected from the
            Indemnified Party, the Indemnified Party shall notify the
            Indemnifying Party with reasonable promptness of such claim by the
            Indemnified Party, specifying the nature of and specific basis for
            such claim and the amount or the estimated amount of such claim (the
            "Indemnity Notice"). If, within sixty (60) days after the date of
            the Indemnity Notice, the Indemnifying Party does not notify the
            Indemnified Party that the Indemnifying Party disputes the claim,
            the amount of such claim specified by the Indemnified Party will be
            conclusively deemed a liability of the Indemnifying Party hereunder.
            If the Indemnifying Party timely disputes such claim, the
            Indemnifying Party and the Indemnified Party shall proceed in good
            faith to attempt to negotiate a resolution of such dispute, and if
            not resolved through negotiations, either party may pursue whatever
            remedies it may have under applicable law.

                                       17
<PAGE>
      (G)   An Indemnified Party shall not compromise or settle a claim for
            which an Indemnified Party is making an Indemnifiable Claim under
            this Section 6.4 without the prior written consent of the
            Indemnifying Party (which consent shall not be unreasonably withheld
            or delayed). The Indemnifying Party shall not compromise or settle
            an Indemnifiable Claim without the prior written consent of the
            Indemnified Party, but in the event: (1) a firm offer is made to
            compromise or settle an Indemnifiable Claim in a manner that will
            not subject the Indemnified Party to liability and will not
            otherwise adversely affect the rights of the Indemnified Party, and
            (2) all parties to the Indemnifiable Claim (other than the
            Indemnified Party) deliver a Compromise Notice to the Indemnified
            Party, but (3) the Indemnified Party does not elect (within thirty
            (30) calendar days after its receipt of the last Compromise Notice
            from the other parties to the Indemnifiable Claim) to accept or
            agree to such compromise or settlement, then the indemnity
            obligation of the Indemnifying Party arising from or relating to the
            Indemnifiable Claim shall be limited to the Settlement Sum, and
            thereafter the Indemnified Party shall either pay directly or
            reimburse the Indemnifying Party promptly following the final,
            non-appealable conclusion of the action, suit or proceeding with
            respect to the Indemnifiable Claim for the amount by which the
            liability and Expenses incurred by the Indemnifying Party after the
            date of the Indemnified Party's election exceeds the Settlement Sum.

      SECTION 6.5. TIME LIMITATIONS. If the Closing occurs, Seller shall have no
liability (for indemnification or otherwise) with respect to any representation
or warranty, or covenant or obligation to be performed and complied with prior
to the Closing Date, unless Purchaser shall provide notice to Seller pursuant to
Section 6.4 on or before the date which is eighteen (18) months after the
Closing Date; provided, however, that (i) Seller's liability (for
indemnification or otherwise) with respect to Taxes shall survive until (A) for
a Tax for which the Company is primarily liable, the later to occur of (1) the
lapse of the statute of limitations for the assessment of such Tax against the
Company or (2) sixty (60) days after the administrative or judicial
determination of such Tax; and (B) for a Tax for which the Company is not
primarily liable, the later to occur of (1) the lapse of the statute of
limitations for the collection of such Tax against the Company or (2) sixty (60)
days after the final administrative or judicial determination of the
collectibility of such Tax against the Company, and (ii) Seller's liability for
indemnification under Section 6.3(A)(3) shall survive until the third
anniversary of the Closing Date. If the Closing occurs, Purchaser shall have no
liability (for indemnification or otherwise) with respect to any representation
or warranty or covenant or obligation to be performed and complied with prior to
the Closing Date, unless Seller shall provide notice to Purchaser pursuant to
Section 6.4 on or before the date which is eighteen (18) months after the
Closing Date.

                                  ARTICLE VII
                               GENERAL PROVISIONS

      SECTION 7.1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms have the following meanings:

      (A)   The term "Affiliate" shall mean a Person that directly, or
            indirectly through one or more intermediaries, controls, is
            controlled by or is under common control with

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            any Person or beneficially owns or has the power to vote or direct
            the vote of ten percent (10%) or more of any class of voting stock
            (or of any form of voting equity interest in the case of a Person
            that is not a corporation) of such other Person. For purposes of
            this definition, "control" shall mean the power to direct or cause
            the direction of the management and policies of a Person, directly
            or indirectly, whether through the ownership of securities or
            partnership or other ownership interests, by contract or otherwise.
            The Company shall be deemed to be an Affiliate of Seller prior to
            the Closing and an Affiliate of Purchaser at and after the Closing.

      (B)   The term "Person" means any individual, corporation, general or
            limited partnership, limited liability company, joint venture,
            estate, trust, association, organization, or other entity or
            governmental authority.

      SECTION 7.2. FURTHER ASSURANCES. The parties agree, both before and after
the Closing: (A) to furnish upon request to each other such further information;
(B) to execute and deliver to each other such other documents; and (C) to do
such other acts and things, all as the other party may reasonably request for
the purpose of carrying out the intent of this Agreement and the transactions
contemplated hereby.

      SECTION 7.3. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly received (A) on the date
given if delivered personally or by cable, telegram, telex or telecopy
(confirmation requested) or (B) on the date received if mailed by registered or
certified mail (return receipt requested), to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

      (A)   if to Seller:

                  Century Surety Company
                  465 Cleveland Avenue
                  Westerville, Ohio 43082
                  Attn: John A. Marazza, Executive Vice- President and Secretary
                  Telephone:  (614) 895-2000
                  Telecopier:  (614) 895-2707

            with a copy to:

                  Keating, Muething & Klekamp PLL
                  1400 Provident Tower
                  One East Fourth Street
                  Cincinnati, Ohio 45202
                  Attn: Laurie A. Briggs, Esq.
                  Telephone:  (513) 579-6400
                  Telecopier:  (513) 579-6457

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<PAGE>
      (B)   if to Purchaser:

                    Evergreen National Indemnity Company
                    465 Cleveland Avenue
                    Westerville, Ohio 43082
                    Attn:  Roswell P. Ellis, Chairman
                    Telephone:  (614) 823-6296
                    Telecopier:  (614) 895-2707

            with a copy to:

                    Vorys, Sater, Seymour and Pease LLP
                    52 East Gay Street
                    Columbus, Ohio 43215
                    Attn:  James A. Yano, Esq.
                    Telephone:  (614) 464-6473
                    Telecopier:  (614) 719-5046

      SECTION 7.4. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is
intended nor shall it be construed to give any Person, other than the parties
hereto and their respective successors and permitted assigns, any right, remedy
or claim under or in respect of this Agreement or any provisions hereof.

      SECTION 7.5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither Seller nor Purchaser may assign any of
their respective rights and obligations under this Agreement. Except as provided
in the immediately preceding sentence, permitted assigns shall mean only those
Persons who become assignees by operation of law as a result of a merger or
other reorganization.

      SECTION 7.6. ENTIRE AGREEMENT. This Agreement (together with all Schedules
hereto) represents the entire understanding and agreement between the parties
hereto with respect to the subject matter hereof, both written and oral, and
supersedes all prior agreements related to such subject matter.

      SECTION 7.7. AMENDMENT. This Agreement may be amended, supplemented or
changed only by a written instrument making specific reference to this Agreement
and signed by the all of the parties hereto.

      SECTION 7.8. WAIVER. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power or privilege under this Agreement or
the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise of such right,
power or privilege. To the maximum extent permitted by applicable law: (A) no
claim or right arising out of this Agreement or the documents referred to in
this Agreement can be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing

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<PAGE>
signed by the other party; (B) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (C) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement or the
Schedules hereto.

      SECTION 7.9. SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

      SECTION 7.10. ARTICLE AND SECTION HEADINGS; CONSTRUCTION. The headings of
Articles and Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require.

      SECTION 7.11.GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Ohio without regard to conflicts of laws principles.

      SECTION 7.12.COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, taken together, will be deemed to constitute one and
the same agreement.

                     [Remainder of Page Intentionally Blank]

                            [Signature Page Follows]

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                                   SIGNATURES

      IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be
signed by their respective officers thereunto duly authorized, all to be
effective as of the date first written above.

CENTURY SURETY COMPANY                      EVERGREEN NATIONAL
                                            INDEMNITY COMPANY

By: ___________________________________
Printed Name: _________________________     By: _______________________________
Title:_________________________________     Printed Name: _____________________
                                            Title: ____________________________


                  [SIGNATURE PAGE FOR SHARE PURCHASE AGREEMENT]

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