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EXHIBIT 4.5




STOCK PLEDGE AGREEMENT

(Capital City)




     THIS STOCK PLEDGE (“Stock Pledge”) made as of this 2nd day of July, 2007 by and between
Capital City Acquisition Corp., a Michigan corporation (“Company”) and Comerica Bank, a Michigan
banking corporation, as Agent for and on behalf of the Banks (as defined below) (“Secured Party”).



     RECITALS



     A. Pursuant to that certain Second Amended and Restated Credit Agreement dated as of June 30,
2006 (as amended or modified from time to time, the “Credit Agreement”) by and among North Pointe
Holdings Corporation (“NPHC”), Secured Party as Agent and the financial institutions which are
named in and are signatories to the Credit Agreement (“Banks”), the Banks have agreed to extend
credit to NPHC on the terms set forth in the Credit Agreement.



     B. As a condition to the performance of their respective obligations under the Credit
Agreement, the Banks, and Secured Party, as Agent for the Banks, have required that Company provide
this Stock Pledge to Secured Party, as Agent for the Banks, granting various security interests,
liens and other encumbrances as security for the obligations under the Notes, the Credit Agreement
and the other Loan Documents.



     C. Agent is acting as Agent for the Banks pursuant to Section 11.1 of the Credit Agreement.



     NOW, THEREFORE, for and in consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties hereto agree as follows:



I. Creation of Security Interest




     Company hereby grants to Secured Party, on behalf of Banks and the Agent, a security interest
in the property described in paragraph II, below (“Collateral”).



     II. Collateral.



     The Collateral consists of the following:



     (a) 100% of the outstanding shares of each class of stock, (or other ownership interest) of
each Subsidiary listed on Schedule A hereto (as such Schedule may be revised pursuant to Section
III B.1 hereof), together with all of the certificates and/or instruments representing such shares
of stock (or other ownership interest), and all cash, securities, dividends, rights and other
property at any time and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares;



 









 





     (b) 100% of any additional shares of stock, (or other ownership interest) of any of the
Subsidiaries listed on Schedule A hereto, at any time and from time to time acquired by the Company
in any manner, all of the cash, securities, dividends, rights and other property at any time and
from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares;



     (c) All other property hereafter delivered to the Agent in substitution for or in addition to
the foregoing, all certificates and instruments representing or evidencing such property, and all
cash, securities, interest, dividends, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;
and



     (d) All products and proceeds of all of the foregoing.



     III. Company’s Obligations



     A. Payment of Secured Indebtedness. The security interest created herein is given as
security for:



     (1) All of NPHC’s obligations contained in or arising under or in connection with the Credit
Agreement and the Notes issued by it from time to time pursuant to the Credit Agreement, and all
obligations of the NPHC contained in or arising under the other Loan Documents executed by the
NPHC;



     (2) All of the NPHC’s obligations contained in or arising under any Interest Rate Protection
Agreements;



     (3) All of the Company’s obligations under the Guaranty dated June ___, 2007 by Company in
favor of the Agent (for the benefit of the Banks);



     (4) The obligations of the Company or NPHC for payment of all sums hereafter loaned, paid out,
expended or advanced by or for the account of the Banks (or any of them) or by the Secured Party
under the terms of this Stock Pledge, the Credit Agreement, or the other Loan Documents, in
connection with the Collateral or any of the documents or instruments described in this Stock
Pledge, the Credit Agreement or the other Loan Documents;


together with interest thereon as provided for herein or therein; and also as security for all
other indebtedness and liabilities, whether direct, indirect, absolute or contingent, owing by the
Company or NPHC to the Banks in any manner under the Credit Agreement or the Loan Documents, which
hereafter become due, or that may hereafter be incurred by the Company or NPHC to or acquired
(pursuant to the Credit Agreement or the other Loan Documents) by the Banks, and all other future
obligations of the Company or NPHC to the Banks, their successors and assigns, howsoever created,
arising or evidenced, whether joint or several, direct or indirect, absolute or contingent, primary
or secondary, and any judgments that may hereafter be rendered on such indebtedness or any part
thereof, with interest according to the rates and terms specified, or as provided by law, and any
and all replacements, consolidations, amendments, renewals or extensions of the foregoing
(collectively herein called the “Indebtedness”).




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     B. Protection of Security Interest.



     (1) Company shall take any and all steps required to protect the Collateral, and in pursuance
thereof Company agrees that Company shall deliver or caused to be delivered to Secured Party and
Secured Party shall receive possession, on behalf of Banks, of certificates representing all of the
pledged shares referred to in Schedule A, properly endorsed or with assignments separate from such
certificates in blank for transfer. In addition Secured Party shall receive proof that appropriate
acknowledgments, governmental approvals, share register entries, local pledge agreements, financing
statements, collateral and other documents covering the Collateral have been executed and delivered
by the appropriate parties and recorded on file with such Persons and in such jurisdictions as
necessary to perfect the security interests, or other liens granted hereby and/or thereby. The
Secured Party from time to time shall revise Schedule A hereto and promptly deliver a copy thereto
to Company and the Banks, on the effective date of the acquisition or creation by Company of a
Subsidiary, adding to Schedule A the name of each such Subsidiary so acquired or created, and upon
such revision, Company shall be deemed to have pledged 100% of the capital stock (or other
ownership interests) of each such Subsidiary so acquired or created to Secured Party for and on
behalf of Banks.



     (2) It will not sell, transfer, assign or otherwise dispose of any of the Collateral or any
interest therein or offer to do so without the prior written consent of Secured Party, given at the
direction of the Majority Banks, or permit anything to be done that may materially impair the value
of any of the Collateral or the security intended to be afforded by this Stock Pledge.



     (3) It will, subject to the applicable terms of the Credit Agreement, pay all taxes and
assessments upon the Collateral or for its use or operation before any interest or penalty for
nonpayment attaches thereto unless said payment is being contested in good faith and it establishes
a reserve as required by generally accepted accounting principles.



     (4) It will, subject to the applicable terms of the Credit Agreement, sign and execute alone
or with Secured Party any financing statement or other document or procure any documents and pay
all reasonable connected costs, necessary to protect the security interest under this Stock Pledge
against the rights or interests of third persons.



     (5) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’
fees, incurred for any action taken by Secured Party to remedy an Event of Default which Secured
Party elects to remedy pursuant to its rights under Article VI hereof.



     (6) It will:




     (i) allow Secured Party to examine, audit and inspect Company’s books, accounts,
records (including without limitation all records relating to the Collateral or the
Indebtedness), ledgers and assets and properties of every kind and description wherever
located at all reasonable times during normal business hours, upon oral or written request
of Secured Party, and to make and take away copies of any and all such books, accounts,
records and ledgers. An examination of the records or properties of the Company may require
revealment of proprietary and/or confidential data and information, and the provisions of
Section 12.13 of the Credit Agreement are incorporated herein;



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     (ii) punctually and properly perform all of its covenants and duties under any other
security agreement, mortgage, collateral pledge agreement or contract of any kind now or
hereafter existing as security for or in connection with payment of the Indebtedness, or any
part thereof;




     (iii) perform its obligations under the Loan Documents;




     (iv) promptly furnish Secured Party with any information in writing which Secured Party
may reasonably request concerning the Collateral;




     (v) promptly notify Secured Party of any material change in any fact or circumstances
warranted or represented by Company in this Stock Pledge or in any other writing furnished
by Company to Secured Party in connection with the Collateral or the Indebtedness;




     (vi) promptly notify Secured Party of any material claim, action or proceeding
affecting the Collateral and title therein, or in any part thereof, or the security interest
created herein, and, at the request of the Secured Party, appear in and defend, at Company’s
expense, any such action or proceeding; and




     (vii) promptly, after being requested by Secured Party, pay to Secured Party the amount
of all reasonable expenses, including reasonable attorneys’ fees and other legal expenses,
incurred by Secured Party in protecting and maintaining the Collateral or its rights
hereunder, or in connection with any audit or inspection of the Collateral pursuant to the
terms hereof, and in enforcing the security interest created herein.



     (7) With respect to any Collateral of a kind requiring an additional security agreement,
financing statement, or other writing to perfect a security interest therein in favor of Secured
Party, on behalf of Banks, Company will forthwith execute and deliver to Secured Party on behalf of
Banks, whatever the Secured Party or the Majority Banks shall reasonably deem necessary or proper
for such purpose. Should any covenant, duty or agreement of Company fail to be performed in
accordance with its terms hereunder, Secured Party may, but shall never be obligated to, perform or
attempt to perform such covenant, duty or agreement on behalf of Company, and any amount expended
by Secured Party in such performance or attempted performance shall become part of the
Indebtedness, and, at the request of Secured Party, Company agrees to pay such amount to Secured
Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at
the highest rate which interest accrues on amounts after the same become due pursuant to the terms
of any note executed pursuant to the Credit Agreement from the date of such expenditure by Secured
Party until paid. With respect to any Collateral in which Company acquires any rights subsequent to
the date hereof and which, under applicable law, a security interest is or can be perfected by
possession, Company agrees to deliver possession of such Collateral to Secured Party immediately
upon its acquisition of rights therein.



     (8) Company will hold the proceeds of any of the Collateral in trust for Secured Party on
behalf of the Banks, will not commingle said proceeds with any other funds, and, after an Event of
Default, will deliver such proceeds to Secured Party at its request.



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     (9) If Secured Party, acting in its sole discretion, redelivers any Collateral to Company or
Company’s designee for the purpose of




     (i) the ultimate sale or exchange thereof, or




     (ii) presentation, collection, renewal, or registration of transfer thereof,


such redelivery shall not constitute a release of Secured Party’s security interest therein or in
the proceeds thereof unless Secured Party, with the consent of the Majority Banks, specifically so
agrees in writing.




     (10) If Company requests any such redelivery, Company will deliver with such request a duly
executed financing statement in form and substance satisfactory to Secured Party.



     IV. Default



     The term “Event of Default”, as used herein, means the occurrence of any Event of Default
under the Credit Agreement.



     V. Consequence of Default.



     Upon the occurrence and during the continuance of an Event of Default, Secured Party shall be
entitled, subject to applicable law, to all of its remedies specified herein, in the Credit
Agreement, or in any other document executed in connection with the Credit Agreement or this Stock
Pledge, or provided by law. Additionally, upon the occurrence and during the continuance of an
Event of Default and subject to applicable law, Secured Party will be entitled to receive all
dividends payable in respect of the pledged shares evidencing the Collateral pledged under this
Stock Pledge, and may change the registration of any registerable Collateral to any other name or
form and is hereby authorized to appoint any officer or agent of Secured Party as Company’s true
and lawful proxy and attorney-in-fact, with power, upon the occurrence of any Event of Default
(exercisable so long as such Event of Default is continuing), to exercise all voting rights in
respect of the shares evidencing the Collateral pledged hereby; to endorse Company’s name or any of
its officers’ names or agents’ names upon any notes, checks, drafts, money orders, or other
instruments of payment (including payments payable under any policy of insurance on the Collateral)
or Collateral that may come into possession of the Secured Party in full or part payment of any
amounts owing to the Banks; to give written notice to such office and officials of the United
States Post Office to effect such change or changes of address so that all mail addressed to
Company may be delivered directly to Secured Party; to execute on behalf of Company any financing
statements, amendments, subordinations or other filings pursuant to this Stock Pledge; granting
unto Secured Party on behalf of the Banks, as the proxy and attorney-in-fact of Company, full power
to do any and all things necessary to be done in and about the premises as fully and effectually as
Company might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do
or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be
deemed to be coupled with an interest and shall be irrevocable for the term of the Credit
Agreement, and all transactions thereunder and thereafter as long as any Indebtedness or any of the
commitments to lend remain outstanding. The Secured Party shall have full power, subject to
applicable law to collect, compromise, endorse, sell or otherwise deal with the Collateral or
proceeds thereof on behalf of the Banks in its own name or



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in the name of Company provided that Secured Party shall act in a commercially reasonable
manner.




     VI. Secured Party’s Rights and Remedies.



     Secured Party shall have available to it (subject to applicable law) the following rights and
remedies upon the occurrence and during the continuance of an Event of Default:



     A. Right to Assign. Secured Party may assign this Stock Pledge only as provided in the
Credit Agreement and if Secured Party does assign this Stock Pledge, the assignee shall be entitled
to the performance of all of Company’s obligations and agreements under this Stock Pledge, and the
assignee shall be entitled to all the rights and remedies of Secured Party under this Stock Pledge.



     B. Right to Discharge Company’s Obligations. Secured Party may (i) with the approval
of the Majority Banks, discharge taxes, liens or security interests or other encumbrances at any
time levied or placed on the Collateral which are superior to the security interest herein granted,
(ii) remedy or cure any default of Company under the terms of any lease, rental agreement, land
contract or other document which in any way pertains to or affects Company’s title to or interest
in any of the Collateral, (iii) pay for insurance on the Collateral, and (iv) pay for the
maintenance and preservation of the Collateral, unless with respect to the obligations under
clauses (i) or (ii) Company is contesting in good faith such obligations, and Company agrees to
reimburse Secured Party, on demand, for any payment made or any expense incurred by Secured Party
pursuant to the foregoing authorization, with interest, which payments and expenses shall be
secured by the security intended to be afforded by this Stock Pledge.



     C. Remedies and Enforcement. Secured Party shall have and may exercise any and all
rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as
adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the
date of this Stock Pledge or the date of Company’s default together with any and all other rights
and remedies otherwise provided and available to Secured Party by law unless such application would
result in the invalidity or unenforceability of any provision hereof, in which case the law of the
state in which any of the Collateral is located shall apply to the extent necessary to render such
provision valid and enforceable; and, in conjunction with, in addition to, or substitution for
those rights, at Secured Party’s discretion, Secured Party may:




     (1) Apply any of the Collateral against any of the Indebtedness secured hereby;




     (2) Waive any default, or remedy any default in any reasonable manner, without waiving
its rights and remedies upon default and without waiving any other prior or subsequent
default;




     (3) Without any notice to Company, notify any parties obligated on any of the
Collateral to make payment to the Secured Party of any amounts due or to become due
thereunder and enforce collection of any of the Collateral by suit or otherwise and
surrender, release or exchange all or any part thereof, or compromise or extend or renew for
any period (whether or not longer than the original period) the indebtedness



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thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at
its own expense, notify any parties obligated to Company on any of the Collateral to make
payment to the Secured Party of any amounts due or to become due thereunder. Company agrees
that Secured Party shall not be liable for any loss or damage which Company suffers or may
suffer as a result of Secured Party’s processing of items or its exercise of any other
rights or remedies under this Stock Pledge, including without limitation indirect, special
or consequential damages, loss of revenues or profits, or any claim, demand or action by any
third party not related to or affiliated with Company arising out of or in connection with
the processing of items (excluding only the claims of such third parties in connection with
the processing of items based solely upon the gross negligence or willful misconduct of
Secured Party) or the exercise of any other rights or remedies hereunder. Company further
agrees to indemnify and hold Secured Party harmless from and against all such third party
claims, demands or actions, including without limitation litigation costs and reasonable
attorneys’ fees.



     D. Right of Sale.




     (1) Company agrees that upon the occurrence and during the continuance of an Event of
Default (taking into account applicable periods of cure, if any), Secured Party may, at its
option, sell and dispose of the Collateral at public or private sale without any previous
demand of performance. Company agrees that notice of such sale sent to Company’s address, as
set forth in the Credit Agreement, by certified or registered mail sent at least five (5)
days prior to such sale, shall constitute reasonable notice of sale. The foregoing shall not
require notice if none is necessary under applicable law. The proceeds of sale shall be
applied in the following order:




     (i) to all reasonable costs and charges incurred by Secured Party in the taking and
causing the removal and sale of said property, including such reasonable attorneys’ fees as
shall have been incurred by Secured Party;




     (ii) to the Indebtedness, including all accrued interest thereon; and




     (iii) any surplus of such proceeds remaining shall be paid to the Company, or to such
other party who shall lawfully be entitled thereto.




     (2) At any sale or sales made pursuant to this Stock Pledge or in a suit to foreclose
the same, the Collateral may be sold en masse or separately, at the same or at different
times, at the option of the Secured Party or its assigns. Such sale may be public or private
with notice as required by the Uniform Commercial Code as then in effect in the state in
which the Collateral is located, and the Collateral need not be present at the time or place
of sale. At any such sale, the Secured Party or the holder of any note hereby secured may
bid for and purchase any of the property sold, notwithstanding that such sale is conducted
by the Secured Party or its attorneys, agents, or assigns.



     E. Miscellaneous. Secured Party shall have the right at all times to enforce the
provisions of this Stock Pledge on behalf of Banks in strict accordance with the terms hereof,
notwithstanding any conduct or custom on the part of Secured Party in refraining from so doing



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at any time or times. The failure of Secured Party at any time or times to enforce its rights
under said provisions strictly in accordance with the same shall not be construed as having created
a custom in any way or manner contrary to the specific provisions of this Stock Pledge or as having
in any way or manner modified the same. All rights and remedies of Secured Party and Banks are
cumulative and concurrent, and the exercise of one right or remedy shall not be deemed a waiver or
release of any other right or remedy.




     VII. Representations and Warranties of Company.



     Company represents and warrants, as continuing representations and warranties so long as the
Guaranty remains in effect, that:



     A. The individual signatory hereto has authority to execute and deliver this Stock Pledge on
behalf of Company.



     B. No financing statement covering the Collateral, or any part thereof, has been filed with
any filing officer other than in favor of Secured Party.



     C. No other agreement, pledge or assignment covering the Collateral, or any part thereof, has
been made and no security interest, other than the one created hereby or pursuant to pledges and
security agreements previously made in favor of Secured Party on behalf of the Banks, has attached
or been perfected in the Collateral or in any part thereof.



     D. No material dispute, right of setoff, counterclaim or defenses exist with respect to any
part of the Collateral.



     E. All information supplied and statements made in any financial or credit statements or
application for credit prior to the execution of this Stock Pledge are true and correct as of the
date hereof in all material respects.



     F. The Collateral, (1) in the case of each Subsidiary, constitutes all the issued and
outstanding capital stock (or other ownership interests) of each of the Subsidiaries, (2) have been
duly authorized and issued to Company, (3) is fully paid and non-assessable, (4) is freely and
validly assignable by Company, and (5) is not subject to any option, warrant right to call or
commitment of any kind or nature.



     G. At the time Secured Party’s security interest attaches to any of the Collateral or its
proceeds, Company will be the lawful owner with the right to transfer any interest therein, and
that Company will make such further assurances as to prove its title to the Collateral as may be
reasonably required and will defend the Collateral and its proceeds against the lawful claims and
demands of all persons whomsoever. The delivery at any time by Company to Secured Party of
Collateral or financing statements covering Collateral shall constitute a representation and
warranty by Company under this Stock Pledge that, with respect to such Collateral, and each item
thereof, Company is owner of the Collateral and the matters heretofore warranted in this paragraph
are true and correct.



     VIII. Mutual Agreements.



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     Company and Secured Party mutually agree as follows:



     A. “Company” and “Secured Party” as used in this Stock Pledge include the successors and
permitted assigns of those parties.



     B. To the extent permitted by applicable law, except as otherwise provided herein, the law
governing this secured transaction shall be that of the State of Michigan.



     C. This Stock Pledge includes all amendments and supplements hereto and assignments hereof and
Company and Secured Party shall not be bound by any amendment or undertaking not expressed in a
writing executed by each of them.



     D. All capitalized terms not specifically defined herein which are defined in the Credit
Agreement are used as defined in the Credit Agreement.



     E. This Stock Pledge shall be a continuing security interest in every respect (whether or not
the outstanding balance of the Indebtedness is reduced to zero) and Secured Party’s security
interest in the Collateral as granted herein shall continue in full force and effect until all of
the Indebtedness is indefeasibly repaid and discharged in full and no commitment (whether optional
or obligatory) to extend any credit under the Credit Agreement remains outstanding.



     F. This Stock Pledge has been executed and delivered pursuant to the Credit Agreement and in
the event of any conflict between this Stock Pledge and the Credit Agreement, the Credit Agreement
shall govern.



     G. WAIVER OF JURY TRIAL. THE BANKS, THE AGENT AND THE COMPANY AFTER CONSULTING OR
HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF
THIS STOCK PLEDGE OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS STOCK PLEDGE OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION
OF ANY OF THEM. NEITHER THE BANKS, THE AGENT, NOR COMPANY SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED
TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE BANKS AND THE AGENT OR COMPANY EXCEPT
BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.



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     IN WITNESS WHEREOF, Company and Secured Party have executed this Stock Pledge on the day and
year first above written.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	CAPITAL CITY ACQUISITION CORP., a

Michigan corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	James G. Petcoff
	 
	 	 	 	 
	 	 	Its: President
	 
	 	 	 	 
	 	 	ACCEPTED BY SECURED PARTY:
	 
	 	 	 	 
	 	 	COMERICA BANK, as Agent for the Banks
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Mark A. Rafdal
	 
	 	 	 	 
	 	 	Its: Vice President

















 








SCHEDULE A




Capital City Holding Company, Inc.




Davis-Garvin Holdings, Inc.




Capital Excess & Surplus Brokers, Inc.




Southeastern Claims Services, Inc.




Safeco Products, Inc.




Charter Premium Audits, Inc.