Confidential
      Treatment Requested 

    Under
      17
      C.F.R. Sections 200.80(B)(4), 

    200.83
      and 230.406

    


     

    RENEWAL
      RIGHTS AND ASSET PURCHASE AGREEMENT

     

    This
      RENEWAL RIGHTS AND ASSET PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of May __, 2006 (the “Effective
      Date”),
      is
      entered into by and between Muirfield
      Underwriters, Ltd., a Delaware corporation (the “Seller”)
      and
      AmTrust North America, Inc., a Delaware corporation (the “Purchaser”).

     

    RECITALS:

     

    WHEREAS,
      the Seller desires to sell to the Purchaser, and the Purchaser desires to
      acquire from the Seller, the Subject Business, including the right to renew
      the
      Insurance Contracts and all assets required to conduct the Subject Business;
      and

     

    WHEREAS,
      since the Purchaser has required Aon Group, Inc., the corporate parent of the
      Seller, to execute a certain Guaranty, which is attached to this Agreement
      as
      Exhibit B, Aon Group will be required to receive certain notifications of events
      bearing on the status of the transaction provided for in this Agreement, as
      more
      fully set forth herein; and

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual promises
      and covenants set forth herein, and in reliance upon the representations,
      warranties, conditions and covenants contained herein, and intending to be
      legally bound hereby and thereby, the parties hereto do hereby agree as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1.    Definitions.
      The
      following terms, when used in this Agreement, have the meanings set forth in
      this Section 1.1.

     

    “Affiliate”
of
      any
      Person means another Person that directly or indirectly controls, is controlled
      by, or is under common control with, such first Person, where “control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management policies of a Person, whether through the ownership
      of voting securities, by contract, as trustee or executor, or
      otherwise.

     

    “Ancillary
      Agreements”
means
      the (i) the Bill of Sale and General Assignment Agreement, (ii) the Guaranty
      Agreement and (iii) the Sublease Agreement(s) for the offices in Des Moines,
      Iowa, Milwaukee, Wisconsin and Peoria, Illinois.

     

    “Applicable
      Law”
means
      any applicable order, law, statute, regulation, rule, pronouncement, ordinance,
      bulletin, writ, injunction, directive, judgment, decree, principle of common
      law, constitution or treaty enacted, promulgated, issued, enforced or entered
      by
      any Governmental Authority applicable to the parties hereto, or any of their
      respective businesses, properties or assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Base
      Compensation”
means
      a
      Transferred Employee’s annual salary, exclusive of any “Success Bonus”, “Stay
      Bonus” or other bonuses, as of April 1, 2006.

     

    “Bill
      of Sale and General Assignment Agreement”
means
      the Bill of Sale and General Assignment Agreement in the form annexed as
Exhibit
      A.

     

    “Books
      and Records”
means
      originals or copies of all the Seller’s administrative records, claim records,
      policy forms and files owned by the Seller, sales records and files, customer
      lists, Producer lists, policy information and underwriting records (in whatever
      form maintained, including computer generated, recording or stored) owned by
      Seller relating to the Subject Business.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or a day on which banking institutions
      in
      the State of New York are permitted or obligated by Applicable Law to be closed
      for regular banking business.

     

    “Closing”
and
      “Closing
      Date”
have
      the respective meanings set forth in Section 2.1.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder.

     

    “Covered
      Insurance Policies”
has
      the
      meaning ascribed to it in Section 2.5.

     

    “Covered
      Premium”
means
      all Gross Written Premium collected by or on behalf of the Purchaser, any of
      the
      Purchaser’s Affiliates, on or with respect to the Covered Insurance Policies,
      including any premium developed by audits for policies written during the
      Renewal Period or retro or Variable Ratio Plan (“VRP”) adjustments, no matter
      when such audits or adjustments occur.

     

    “Damages”
has
      the
      meaning ascribed to it in Section 12.2(a).

     

    “Employee
      Group”
has
      the
      meaning ascribed to it in Section 7.1

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, and the rules
      and regulations promulgated thereunder.

     

    “Governmental
      Authority”
means
      any foreign, domestic, federal, territorial, state or local U.S. or non-U.S.
      governmental authority, quasi-governmental authority, instrumentality, court
      or
      government, self-regulatory organization, commission, tribunal or organization
      or any political or other subdivision, department, branch or representative
      of
      any of the foregoing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Gross
      Written Premium”
means
      any and all amounts charged to a Policyholder or other Person on or with respect
      to a Covered Insurance Policy that are required to be reported as premium on
      the
      statutory financial statement of the Purchaser or its Insurer Affiliates, as
      the
      case may be, in accordance with Applicable Law, exclusive of any surcharges,
      however described, that are billed on behalf of, and the extent remitted to,
      any
      Governmental Authority, less any such amounts returned for cancellation of
      any
      such Covered Insurance Policy.

     

    “Guaranty”
means
      the Guaranty in the form annexed as Exhibit
      B
      by which
      Seller’s parent, Aon Group, Inc., guarantees all of Seller’s obligations under
      this Agreement.

     

    “Indemnified
      Party”
has
      the
      meaning ascribed to it in Section 12.3(a).

     

    “Indemnifying
      Party”
has
      the
      meaning ascribed to it in Section 12.3(a).

     

    “Insurance
      Contracts”
means
      all insurance contracts, policies, certificates, binders, slips, covers or
      other
      agreements of insurance, including all supplements, riders, endorsements,
      renewals and extensions produced by the Seller in connection with the Subject
      Business, including those identified on Schedule
      1.1,
      that
      are in-force as of the Closing Date.

     

    “Insurer
      Affiliate”
as
      to
      the Seller or the
      Purchaser, means an Affiliate of such Person that is a duly licensed, eligible
      or otherwise authorized insurance company.

     

    “Knowledge
      of the Seller”
means
      the actual knowledge or the knowledge that a director or officer of the Seller
      should reasonably be expected to discover or otherwise become aware of in the
      course of his or her responsibilities as a director or officer of the
      Seller.

     

    “Liability”
or
      “Liabilities”
means
      a
      liability, obligation, commitment, expense, claim or cause of action (of any
      kind or nature whatsoever, whether absolute, accrued, contingent or other,
      and
      whether known or unknown).

     

    “Lien”
shall
      mean any mortgage, pledge, hypothecation, assignment, lien (statutory or
      otherwise), preference, priority, charge or other encumbrance, charge, adverse
      claim (whether pending or, to the knowledge of the Person against whom the
      adverse claim is being asserted, threatened) or restriction of any kind
      affecting title or resulting in an encumbrance against property, real or
      personal, tangible or intangible, or a security interest of any kind, including,
      without limitation, any conditional sale or other title retention agreement,
      any
      right of first refusal, any lease in the nature thereof, and any filing of
      or
      agreement to give any financing statement under the Uniform Commercial Code
      (or
      equivalent statute) of any jurisdiction (other than a financing statement which
      is filed or given solely to protect the interest of a lessor).

     

    “Litigation”
means
      any action, cause of action (whether at law or in equity), arbitration, claim
      or
      complaint by any Person alleging potential liability, wrongdoing or misdeed
      of
      another Person, or any administrative or other similar proceeding, criminal
      prosecution or investigation by any Governmental Authority alleging potential
      liability, wrongdoing or misdeed of another Person.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on the ability of the Purchaser to renew, or write
      new
      insurance policies with respect to, the Subject Business, taken as a whole;
      provided,
      however,
      that
      the following shall be excluded from the definition of “Material Adverse Effect”
and from any determination as to whether a Material Adverse Effect has occurred
      or may occur: (i) the effects of changes affecting the economy and securities
      markets generally; (ii) the effects of changes affecting the insurance,
      reinsurance and financial services industries generally; (iii) any changes
      in
      laws, regulations, accounting or actuarial principles, or regulations or
      policies of general applicability; (iv) any changes in general economic,
      regulatory, or political conditions; (v)
      any
      changes
      resulting from actions or omissions of a party hereto taken with the prior
      written consent of the other parties with respect to this Agreement or the
      Ancillary Agreements or the transactions contemplated hereby or thereby; and
      (vi) any change that is brought about by compliance by either party with
      applicable local law.

     

    “Non-Transferred
      Employees”
has
      the
      meaning
      ascribed
      to it in Section 7.1.

     

    “Offer
      of Employment”
has
      the
      meaning ascribed to it in Section 7.1.

     

    “Permitted
      Liens”
mean
      (i) Liens securing the payment of Taxes, either not yet due and payable or
      the
      validity of which is being contested in good faith by appropriate proceedings;
      (ii) reservations, exceptions, encroachments, easements, rights-of-way,
      covenants, conditions, restrictions, leases and other title exceptions and
      encumbrances affecting real property which do not materially affect the
      property, or the intended use of the property, secured thereby; and (iii) Liens
      of carriers, warehousemen, mechanics, materialmen, and landlords incurred in
      the
      ordinary course of business for sums not overdue or being contested in good
      faith by appropriate proceedings.

     

    “Person”
means
      an individual, corporation, partnership, association, joint stock company,
      limited liability company, Governmental Authority, trust joint venture, labor
      union, estate, unincorporated organization or other entity.

     

    “Policyholders”
means
      policyholders and named insureds of the Insurance Contracts.

     

    “Producers”
means
      (i) the agents, brokers, and
      producers through whom or which any Policyholder has or may have secured any
      Insurance Contract by or through the Seller
      at any
      time during the three (3) years prior to this Agreement and which are identified
      on Schedule
      3.10(a);
      and
      (ii) agents, brokers and producers, including, but not limited to those
      identified on Schedule
      3.10(a),
      who or
      which produce workers’ compensation business for the Purchaser or its Insurer
      Affiliates following the Closing Date as a result of the efforts of the
      Transferred Employees or
      any
      employee of the Purchaser under the supervision of any of the Transferred
      Employees.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Purchaser”
has
      the
      meaning
      ascribed
      to it in the introduction to this Agreement.

     

    “Purchaser
      Indemnity Cap”
has
      the
      meaning ascribed to it in Section 12.2(b).

     

    “Purchaser
      Indemnity Deductible”
has
      the
      meaning ascribed to it in Section 12.2(b).

     

    “Purchaser
      New Policies”
has
      the
      meaning ascribed to it in Section 2.5.

     

    “Purchaser
      Renewal Policies”
has
      the
      meaning ascribed to it in Section 2.5.

     

    “Quarterly
      Payments”
has
      the
      meaning ascribed to in Section 2.6(c).

     

    “Quarterly
      Payments Offset”
has
      the
      meaning ascribed to it in Section 2.6(d).

     

    “Renewal
      Period”
has
      the
      meaning ascribed to it in Section 2.6(c)

     

    “Renewal
      Rights”
means
      all of the Seller’ existing rights to offer, quote and/or solicit the renewals
      of any of the Insurance Contracts, including (i) the right to offer to cancel
      and rewrite any of the Insurance Contracts and to solicit replacement insurance
      coverage with no restriction as to geographical territory, and (ii) the
      relationships that the Seller enjoys with each of the Producers, subject in
      each
      case to all rights of Producers and Policyholders and Applicable
      Law.

     

    “Representative”
means,
      with respect to any Person, such Person’s officers, directors, employees,
      Affiliates, agents and representatives (including any investment banker,
      financial advisor, accountant, actuary, appraiser, analyst, consultant, legal
      counsel, agent, representative or expert retained by or acting on behalf of
      such
      Person or its subsidiaries).

     

    “Restriction
      Period”
has
      the
      meaning ascribed to it in Section 8.1.

     

    “Seller”
has
      the
      meaning ascribed to it in the introduction.

     

    “Seller
      Indemnity Cap”
has
      the
      meaning ascribed to it in Section 12.2(a).

     

    “Seller
      Indemnity Deductible”
has
      the
      meaning ascribed to it in Section 12.2(a).

     

    “Subject
      Business”
means
      all of Seller’s workers’ compensation business, including, but not limited to
      the Renewal Rights and Seller’s relationships with Producers, regardless of
      whether a Producer and Seller have entered into a written agreement.
      Notwithstanding the foregoing, Subject Business does not include policies issued
      by the Seller on behalf of workers’ compensation assigned risk plans in Illinois
      and in the District of Columbia,

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Sublease
      Agreement(s)”
means
      the Sublease Agreements for Seller’s offices in Des Moines, Iowa, Milwaukee,
      Wisconsin, Peoria, Illinois in a form and content mutually agreeable to the
      parties.

     

    “Taxes”
means
      all taxes, charges, duties, fees, levies, or other similar assessments or
      liabilities, including all net and gross income, gross receipts, ad valorem,
      premium, excise, real property, personal property, windfall profit, sales,
      use,
      transfer, license, withholding, employment, payroll, profit, estimated,
      severance, stamp, occupation, value added, registration, environmental, workers’
compensation, social security and franchise
      taxes
      imposed by the United States Internal Revenue Service or any taxing authority
      (whether domestic or foreign including, any state, county, local or foreign
      government or any subdivision or taxing agency thereof (including a United
      States possession)); and such term shall include any interest, fines, penalties,
      assessments, or additions to tax relating to, resulting from, attributable
      to,
      or incurred in connection with any such tax or any contest or dispute
      thereof.

     

    “Termination
      Date”
means
      June 30, 2006.

     

    “Third
      Party Claims”
has
      the
      meaning ascribed to it in Section 12.3.

     

    “Transfer
      Date”
means
      in respect of a Transferred Employee, the date a Transferred Employee becomes
      an
      employee of the
      Purchaser or any of its Affiliates.

     

    “Transferred
      Assets”
means
      those assets of
      the
      Seller relating to the Subject Business specifically identified on Exhibit
      C
      and the
      right to use the name “Muirfield Underwriters, Ltd.”.

     

    “Transferred
      Employees”
has
      the
      meaning ascribed to it in Section 7.1.

     

    1.2.    Interpretation. 

     

    (a)    The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. Consequently, in the event that an ambiguity or question of intent
      or
      interpretation arises, this Agreement will be construed as if drafted jointly
      by
      the parties hereto, and no presumption or burden of proof will arise favoring
      or
      disfavoring any party by virtue of the authorship of any provision of this
      Agreement.

     

    (b)    When
      a
      reference is made in this Agreement to a section or article, such reference
      will
      be to a section or article of this Agreement unless otherwise clearly indicated
      to the contrary. Whenever the words “include”,
      “includes”
or
      “including”
are
      used in this Agreement they will be deemed to be followed by the words
“without limitation.”
The
      words “hereof,”
      “herein”
and
      “herewith”
and
      words of similar import will, unless otherwise stated, be construed to refer
      to
      this Agreement (including the schedules and exhibits) as a whole and not to
      any
      particular provision of this Agreement. The meaning assigned to each term used
      in this Agreement will be equally applicable to both the singular and the plural
      forms of such term, and words denoting any gender will include all genders.
      Where a word or phrase is defined herein, each of its other grammatical forms
      will have a corresponding meaning.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c)    The
      annexed schedules and exhibits are incorporated into this Agreement and will
      be
      deemed a part hereof as if set forth herein in full. In the event of any
      conflict between the provisions of this Agreement and any schedule or exhibit,
      the provisions of this Agreement will control. Capitalized terms used in the
      schedules have the meanings assigned to them in this Agreement. The section
      references referred to in the schedules are to sections of this Agreement,
      unless otherwise expressly indicated

     

    ARTICLE
      II

    TRANSFER
      OF ASSETS

     

    2.1.    The
      Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      will
      take place at the offices of the Seller, 200 East Randolph Street, Chicago,
      Illinois at 10:00 a.m. on June 1, 2006 or at such other time and place as the
      parties mutually agree (the “Closing
      Date”),
      but
      in no event later than the Termination Date. The transactions contemplated
      by
      this Agreement shall be deemed to be effective as of 12:01 a.m. on the date
      thereof.

     

    2.2.    The
      Closing Transactions.
      Upon
      the terms, conditions, and limitations of this Agreement, and for the
      consideration stated herein, on the Closing Date (i) the Seller will sell,
      assign and transfer to the Purchaser, and the Purchaser will accept and acquire,
      all of the Seller’s respective rights, title and interest in the Renewal Rights
      and the Transferred Assets.
      All
      sales, assignments and transfers of the Transferred Assets to the Purchaser
      hereunder will be evidenced by the Bill of Sale and General Assignment Agreement
      which will be executed and delivered on the Closing Date by the Seller. The
      Transferred Assets shall not include, or otherwise be deemed to include, any
      other assets or properties of the Seller, other than those assets of the Seller
      relating to the Subject Business specifically identified on Exhibit
      C.
      On or
      before the Closing Date, in accordance with Article VII, the Purchaser shall
      extend offers of employment to all the employees of the Seller in the Employee
      Group.

     

    2.3.    Non-Assumption
      of Liabilities.
      Other
      than pursuant to the Sublease Agreement(s), neither
      the
      Purchaser nor any of its Affiliates will, directly or indirectly, assume any
      Liability of the Seller or its Affiliates of any kind, character or description
      attributable to the conduct of the Subject Business or the ownership or use
      of
      the Transferred Assets, in each case, prior to the Closing Date, regardless
      of
      when discovered or reported, including, but not limited to, the following
Liabilities,
      which shall remain Liabilities of the Seller and/or its Affiliates:

     

    (a)    any
      Liability relating to any failure or alleged failure to comply with, or any
      violation or
      alleged violation of, any Applicable Law,
      which
      failure or violation occurred or is alleged to have occurred prior to the
      Closing Date;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)    any
      Liability relating to any breach of any contract included in the Transferred
      Assets occurring prior
      to
      the Closing Date;

     

    (c)    any
      Liability
      with
      respect to (i) any employee benefit plan or employee benefits maintained by
      the
      Seller, (ii) the termination of any such
      employee benefits or employee benefit plan by
      the
      Seller, (iii) payroll and employee benefits accrued by any employee of
the
      Seller, (iv) the termination of employment of any officer,
      employee,
      Representative, or Producer by the
      Seller (including, but not limited to, any such termination deemed to have
      occurred upon the consummation of the transactions contemplated by this
      Agreement) or (v) any “Success Bonus”, “Stay Bonus” or other bonus payable to
      any Transferred Employee pursuant to any bonus plan of Seller or its
      Affiliates;

     

    (d)    any
      legal, accounting, transactional, consultant, financial advisor or other expense
      relating to the negotiation and consummation of the transactions contemplated
      by
      this Agreement by or on behalf of the Seller and its Affiliates, shareholders,
      equity holders, officers, directors, and Representatives;

     

    (e)    any
      Liability
      arising under
      the
      express terms and conditions of the Insurance Contracts produced,
      issued, renewed or written
      by
      the
      Seller prior to the Closing Date; and

     

    (f)    any
      Liability for Taxes related to the Subject Business arising prior to the Closing
      Date

     

    2.4.    Closing
      Deliveries. 

     

    (a)    At
      the
      Closing, the Purchaser will deliver to the Seller the following:

     

    (i)     Payment
      of the Initial Payment, in accordance with Section 2.6;

     

    (ii)    The
      Sublease Agreement(s) for Seller’s offices in Des Moines, Iowa, Milwaukee,
      Wisconsin, and Peoria, Illinois executed by the Purchaser; and

     

    (iii)            any
      other
      deliveries contemplated by Article X or the other provisions
      hereof.

     

    (b)    At
      the
      Closing, the Seller will deliver to the Purchaser the following:

     

    (i)     The
      Bill
      of Sale and General Assignment Agreement in the form annexed as Exhibit
      A;

     

    (ii)    The
      list
      of In-Force Insurance Contracts to be attached hereto as Schedule
      1.1;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (iii)   
The
      Sublease Agreement(s) for Seller’s offices in Des Moines, Iowa, Milwaukee,
      Wisconsin and Peoria, Illinois and any consents required in connection
      therewith; 

     

    (iv)    The
      Guaranty in the form annexed as Exhibit
      B
      executed
      by Seller’s parent company, Aon Group, Inc.; and

     

    (v)     
      any
      other
      deliveries contemplated by Article IX or the other provisions
      hereof.

     

    2.5.    *
      

     

    2.6.    *

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    The
      Seller represents and warrants to the Purchaser (that as of the Effective Date
      (or, if made as of a specified date, as of such date):

     

    3.1.    Corporate
      Existence.
      The
      Seller has been duly organized, is validly existing and is in good standing
      under the laws of its state of incorporation or domicile.

     

    3.2.    Corporate
      Authority.
      The
      execution, delivery and performance by the Seller of this Agreement and the
      Ancillary Agreements are within its powers and have been duly authorized by
      all
      necessary corporate action on the part of the Seller. This Agreement
      constitutes, and when executed and delivered the Ancillary Agreements will
      constitute, valid and legally binding agreements, enforceable against each
      party
      thereto in accordance with its terms, subject to (i) bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium and other similar laws now
      or
      hereafter in effect relating to or affecting creditors’ rights generally and the
      rights of creditors of insurance companies generally, and (ii) general
      principles of equity (regardless of whether considered in a proceeding at law
      or
      in equity).

     

    3.3.    Non-Contravention.
      The
      execution and delivery of, and performance by the Seller of its obligations
      under, this Agreement and the Ancillary Agreements shall not:

     

    (a)    result
      in
      a breach of any provision of the articles of incorporation or by-laws of the
      Seller; 

     

    (b)    result
      in
      any violation of Applicable Law or a breach of any order, judgment or decree
      of
      any Governmental Authority relating to the Subject Business, except for any
      such
      violations or breaches that, individually or in the aggregate, could not
      reasonably be expected to cause a Material Adverse Effect; or

     

    *
      Confidential Treatment Requested

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)    result
      in
      the breach of or default under (or with notice, lapse of time, or both, would
      result in such a breach or default) any agreement to which the Seller is a
      party, including but not limited to, any agreements, whether written or oral,
      between Seller and any current underwriter of the Subject Business, by which
      Seller currently acts as a producer for such underwriter, except for any such
      violations that, individually or in the aggregate, could not reasonably be
      expected to cause a Material Adverse Effect.

     

    3.4.    Compliance
      with Laws.
      The
      Subject Business has been conducted in all material respects in accordance
      with
      Applicable Law and there is no investigation, inquiry, order, decree or judgment
      of any Governmental Authority outstanding or, to the Knowledge of the Seller,
      threatened against the Seller which could have a Material Adverse
      Effect.

     

    3.5.    Transferred
      Assets; Ownership of Renewal Rights.
      

     

    (a)    The
      Seller has good and marketable title to the Transferred Assets, free and clear
      of all Liens other than Permitted Liens, and at the Closing the Purchaser will
      acquire good title thereto, free and clear of all Liens other than Permitted
      Liens.

     

    (b)    The
      Transferred Assets comprise all of the assets required for the continued conduct
      of the Subject Business by the Purchaser after the Closing in the manner the
      Subject Business is now being conducted.

     

    (c)    The
      Seller owns, free and clear of all Liens and no third party, including any
      current underwriter of the Subject Business, has or will assert any right to
      or
      interest in the Renewal Rights, subject to the rights of Producers and
      Policyholders and Applicable Law.

     

    (d)    The
      Seller is the sole administrator of the issuance and renewal of all Insurance
      Contracts and no current underwriter of the Insurance Contracts has a direct
      relationship with any Producer in connection with such Insurance
      Contracts.

     

    3.6.    Litigation.
      Except
      as set forth in Schedule
      3.6,
      there
      is no Litigation pending or, to the Knowledge of the Seller, threatened against
      the Seller with respect to the Subject Business, except as would not reasonably
      be expected to have a Material Adverse Effect.

     

    3.7.    Consents
      and Approvals.
      Except
      as set forth in Schedule
      3.7,
      the
      execution, delivery and performance by the Seller of this Agreement and the
      Ancillary Agreements and the consummation of the transactions contemplated
      hereby and thereby in accordance with their terms do not require the Seller
      to
      obtain any permit or any consent, approval or action of, make any filing with,
      or give any notice to, any Governmental Authority or any other
      Person.

     

    3.8.    Tax
      Matters. 

     

    (a)    Tax
      Returns and Payments of Taxes.
      Except
      as
      set forth in Schedule
      3.8,
      with
      respect to the Seller, all Tax Returns required to be filed with respect to
      the
      Subject Business have been timely filed, and all such Tax Returns are complete
      and correct in all material respects. All federal, state, local, foreign,
      estimated and other Taxes owed by the Seller with respect to the Subject
      Business have been timely paid to the proper Governmental Authorities. The
      Seller has timely collected or withheld (or there has been collected or withheld
      on its behalf) all Taxes required to have been collected or withheld by the
      Seller with respect to the Subject Business and such collected or withheld
      Taxes
      have been timely paid to the proper Governmental Authorities or properly set
      aside in accounts for such purpose. There are no outstanding liens for Taxes
      (other than liens for Taxes which are not yet due and payable) upon the Subject
      Business or Transferred Assets.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b)    Other
      Tax Matters.
      To the
      Knowledge of the Seller, except as set forth in Schedule 3.8:

     

    
      	 	 	
              (i)

            	
              There
                is no unresolved audit or other examination by any Governmental Authority
                of any Taxes with respect to the Subject Business (and no such audit
                is
                pending or likely to be commenced).

            


    

     

    
      	 	 	
              (ii)

            	
              There
                has been no claim or issue (other than a claim or issue that has
                been
                finally settled) asserted or raised in writing by any Governmental
                Authority concerning any liability for Taxes with respect to the
                Subject
                Business.

            


    

     

    
      	 	 	
              (iii)

            	
              No
                Person is currently contesting the liability for Taxes before any
                court,
                tribunal or agency, or has applied for and/or received a ruling or
                determination from a Tax Authority regarding a past or prospective
                transaction relating to the Subject
                Business.

            


    

     

    
      	 	 	
              (iv)

            	
              No
                Transferred Assets are subject to any Tax allocation, sharing, indemnity
                or similar agreement or arrangement that will continue in force after
                the
                Closing Date.

            


    

     

    3.9    Absence
      of Changes.

     

    Except
      as
      set forth in Schedule
      3.9,
      since
      December 31, 2005, with respect to the Subject Business, the Seller have
      not:

     

    (a)    suffered
      any Material Adverse Effect;

     

    (b)    subjected
      any of the Transferred Assets to any Lien;

     

    (c)    paid,
      granted or committed to grant any increase of more than $5,000 in any
      remuneration (including salary, incentive, change in control, retention or
      severance compensation or benefits) of any employee in the Employee Group,
      with
      the exception of any “Success Bonus” or “Stay Bonus” that might have agreed to
      by the Seller with certain members of the Employee Group, or any standard
      promotion or merit increases in accordance with Aon Corporation’s Compensation
      Guidelines;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d)    instituted,
      settled or agreed to settle any Litigation, action or proceeding before any
      Governmental Authority relating to the Subject Business other than in the
      ordinary course of business consistent with past practices;

     

    (e)    entered
      into any contract relating to this Agreement or the Ancillary Agreements or
      the
      transactions contemplated hereby and thereby with, or given any assurances
      in
      respect thereof to, any labor unions or other organizations representing or,
      to
      the Knowledge of the Seller, purporting to represent or attempting to represent
      any employees in the Employee Group;

     

    (f)    paid
      any
      bonus to any Producer, or granted to any Producer or employee in the Employee
      Group any other material increase in compensation in any form;

     

    (g)    failed
      to
      continue to pay all accounts payable in the ordinary course of business and
      consistent with past practice; or

     

    (h)    taken
      any
      action or omitted to take any action that would result in the occurrence of
      any
      of the foregoing in the future.

     

    3.10    *

     

    3.11    Intellectual
      Property. 

     

    (a)    Except
      as
      set forth on Schedule
      3.11,
      the
      Seller does not own intellectual property rights of any kind and does not use
      any intellectual property pursuant to any license agreement or otherwise, in
      connection with and which is necessary for the conduct of, or otherwise material
      to, the Subject Business.

     

    (b)    There
      are
      no licenses, sublicenses or agreements pursuant to which any Person unrelated
      to
      the Seller is authorized to use the Seller’s name.

     

    3.12    Employee;
      Labor Matters.

     

    (a)    The
      Seller is not a party to or bound by any collective bargaining agreement or
      understanding, and there are no labor unions or other organizations representing
      or, to Knowledge of the Seller, purporting or attempting to represent any
      employee of Seller engaged in the Subject Business;

     

    (b)    there
      has
      not occurred or, to Knowledge of the Seller, been threatened any strike,
      slowdown, picketing, work stoppage, concerted refusal to work overtime or other
      similar labor activity with respect to any current or former employee of the
      Seller engaged in the Subject Business;

     

     

    *
      Confidential Treatment Requested\

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)    To
      Knowledge of the Seller, the Seller has complied with all applicable provisions
      of Applicable Law pertaining to the employment or termination of employment
      of
      any Person engaged in the Subject Business, including all such Applicable Laws
      relating to labor relations, equal employment, fair employment practices,
      entitlements, prohibited discrimination, immigration status, Tax information
      reporting, Employment and Withholding Taxes or other similar employment
      practices or acts; 

     

    (d)    The
      Seller has not received any notice in writing regarding a current claim against
      it for (i) overtime pay, wages, salary or bonus, excluding current payroll
      periods, or (ii) vacation time, excluding time earned in current payroll
      periods; and

     

    (e)    There
      are
      no employment agreements in effect between the Seller or an Affiliate and any
      employee of the Seller, with the exception of “Success Bonuses” or “Stay
      Bonuses,” or any similar agreements, for selected employees.

     

    3.13    Financial
      Records

     

    The
      Seller has furnished to Purchaser financial
      records, reflecting accurate expenses, commissions, written premium, gross
      and
      net earned premium, loss ratios, expense ratios, combined ratios for the Subject
      Business, in each case by state, for the annual period ended December 31 for
      each of the last three years
      (collectively, the “Financial
      Records”). The Financial Records are set forth on Schedule 3.13 hereto. Except
      as set forth therein, the Financial
      Records (i) were derived from the books and records of the Seller, which books
      and records are accurate, true and correct in all material respects, and (ii)
      are accurate, true and complete in all material respects
      as of the respective dates and for the respective periods covered.

     

    3.14    Territorial
      Restrictions. 

     

    Neither
      the Seller, nor any employee in the Employee Group are restricted
      by any contract with another Person from carrying on the Subject Business in
      any
      territory where the Subject Business is being carried on as of the date of
      Closing. The Employee Group does not include any employee employed in
      territories or in business activities that would violate any agreement to which
      the Seller or such an employee may be a party. Purchaser, as a result of its
      acquisition of the Subject Business, will not be restricted in the conduct
      of
      the Subject Business.

     

    3.15.    Absence
      of Certain Business Practices.

     

    Neither
      the Seller, any officer or director, employee or agent or Affiliate of the
      Seller, nor any other Person acting on their behalf, has, directly or
      indirectly, within the past five (5) years given or agreed to give, received
      or
      agreed to receive any gift or similar benefit to or from any Producer, customer,
      supplier, governmental employee or other Person who is or may be in a position
      to help or hinder the Subject Business (or assist the Seller or any of their
      Affiliates in connection with any actual or proposed transaction relating to
      the
      Subject Business) or who may benefit from the Subject Business or otherwise
      acted in a manner:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (a)    which
      subjected or might have subjected the Seller or any of its Affiliates to any
      damage or penalty in any civil, criminal or governmental litigation or
      proceeding;

     

    (b)    for
      any
      of the purposes described in Section 162(c) of the Code;

     

    (c)    for
      the
      purpose of establishing or maintaining any concealed fund or concealed bank
      account; 

     

    (d)    which
      would reasonably be expected to bring the Purchaser or any of its Affiliates
      or
      businesses into public disrepute, contempt, scandal or ridicule or reflect
      unfavorably upon the Seller, the Purchaser, or any of their respective
      Affiliates or businesses; or

     

    (e)    in
      the
      case of any gift or similar benefit in excess of $500, (i)
      which
      if not given in the past, might reasonably be expected to have had a Material
      Adverse Effect, or (ii)
      which
      if not continued in the future, might reasonably be expected to have a Material
      Adverse Effect.

     

    3.16        
      Disclosure.
      

     

    (a)    No
      representation or warranty by or on behalf of the Seller contained in this
      Agreement or any of the Ancillary Agreements nor any of the statements or
      certificates furnished or to be furnished at the Closing, as the case may be,
      by
      or on behalf of Seller to the Purchaser or its Representatives in connection
      with or pursuant to this Agreement contains or will contain any untrue statement
      of a material fact or omits or will omit to state any material fact required
      to
      make the statements contained herein or therein not misleading.

     

    (b)    To
      Knowledge of the Seller, there is no fact (other than matters of a general
      economic or political nature which do not affect the Subject Business uniquely)
      that has not been disclosed to the Purchaser that might reasonably be expected
      to have or result in a Material Adverse Effect.

     

    3.17        
      Brokers.
      There
      is no investment banker, non-insurance broker, finder or other intermediary
      which has been retained by or is authorized to act on behalf of the Seller
      who
      might be entitled to any fee or commission upon consummation of the transactions
      contemplated by this Agreement.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    The
      Purchaser represents and warrants to the Seller that as of the Effective Date
      (or, if made as of a specified date, as of such date):

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    4.1.    Corporate
      Existence.
      The
      Purchaser has been duly organized, is validly existing and is in good standing
      under the laws of its state of incorporation or domicile.

     

    4.2.    Corporate
      Authority.
      The
      execution, delivery and performance by the Purchaser of this Agreement and
      the
      Ancillary Agreements are within its powers and have been duly authorized by
      all
      necessary corporate action on the part of the Purchaser. This Agreement
      constitutes, and when executed and delivered the Ancillary Agreements will
      constitute, valid and legally binding agreements, enforceable against each
      party
      thereto in accordance with its terms, subject to (i) bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium and other similar laws now
      or
      hereafter in effect relating to or affecting creditors’ rights generally and the
      rights of creditors of insurance companies generally and (ii) general principles
      of equity (regardless of whether considered in a proceeding at law or in
      equity).

     

    4.3.    Non-Contravention.
      The
      execution and delivery of, and performance by the Purchaser of its obligations
      under this Agreement and the Ancillary Agreements, shall not:

     

    (a)    result
      in
      a breach of any provision of the articles of incorporation or by-laws of the
      Purchaser; or

     

    (b)    result
      in
      a breach of any order, judgment or decree of any Governmental Authority to
      which
the
      Purchaser is a party or by which
      the
      Purchaser is bound.

     

    4.4    Consents
      and Approvals.
      The
      execution, delivery and performance by the Purchaser of this Agreement and
      the
      Ancillary Agreements and the consummation of the transactions contemplated
      hereby and thereby in accordance with their terms do not require the Purchaser
      to obtain any permit or any consent, approval or action of, make any filing
      with, or give any notice to, any Governmental Authority or any other
      Person.

     

    4.5    Brokers.
      There
      is no investment banker, non-insurance broker, finder or other intermediary
      which has been retained by or is authorized to act on behalf of the Purchaser
      who might be entitled to any fee or commission upon consummation of the
      transactions contemplated by this Agreement.

     

    ARTICLE
      V

    COVENANTS
      OF THE SELLER

     

    5.1.    Further
      Assurances.
      The
      Seller shall make commercially reasonable efforts to take, or cause to be taken,
      all actions or do, or cause to be done, all things or execute any documents
      necessary, proper or advisable to consummate and make effective the transactions
      contemplated by this Agreement and the Ancillary Agreements, subject to their
      respective terms; provided, however, that any such additional documents must
      be
      reasonably satisfactory to each of the parties and not impose upon either party
      any material liability, risk or obligation not contemplated by this Agreement
      or
      the Ancillary Agreements.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.2.    Compliance
      With Law.
      Following the Closing, the Seller and its Affiliates shall comply with all
      Applicable Laws relating to their conduct in performing their respective
      obligations under this Agreement and under the Ancillary
      Agreements.

     

    5.3.    Conduct
      of Business.
      The
      Seller shall conduct the Subject Business only in the ordinary course and
      consistent with past practices.

     

    5.4.    Financial
      Information and Reports.
      As
      promptly as practicable, the Seller will deliver to the Purchaser true and
      complete copies of any financial information and any reports of premium income,
      loss ratios or similar data regarding the Subject Business as may be prepared
      or
      received by the Seller prior to Closing and which shall not have been previously
      furnished to the Purchaser.

     

    5.5.    No
      Disposal of Transferred Assets.
      The
      Seller shall refrain from disposing of any of the Transferred Assets and from
      permitting the Transferred Assets to be subjected to any Liens.

     

    5.6.    No
      Breach or Default.
      The
      Seller will refrain from violating, breaching, defaulting, and from taking
      or
      failing to take any action that (with or without notice or lapse of time or
      both) would constitute a violation, breach, or default, under any agreement
      with
      any Producer set forth on Schedule
      3.10(b).

     

    5.7.    Books
      and Records.
      At the
      Closing, the Seller shall transfer custody and control of the Books and Records
      to the Purchaser; provided, if at any time after the Closing, the Seller shall
      discover in its possession or under its control any other Books and Records,
      the
      Seller shall forthwith deliver such Books and Records to the Purchaser. In
      the
      event that the Seller is required to produce or needs access to said Books
      and
      Records after Closing, the Purchaser shall allow Seller access to said Books
      and
      Records for purposes of consulting or photocopying said Books and Records upon
      reasonable notice during regular business hours. The Seller will grant the
      Purchaser access and the right to copy any Books and Records that are not
      transferred by the Seller to the Purchaser at the Closing. 

     

    5.8.    Use
      of
      Name.
      On the
      Closing Date, the Seller shall limit the use of the name “Muirfield
      Underwriters, Ltd.” to those obligations that survived the termination of the
      Seller’s agreement with the current underwriter of its business and shall
      consent to Purchaser’s concurrent use of the name. Thereafter, as soon as
      commercially possible, the Seller shall file with the Secretary of State of
      its
      state of incorporation an amendment to its certificate of incorporation,
      providing for the change of Seller’s name and amend its licenses in each state
      in which it is licensed to do business under the name “Muirfield Underwriters,
      Ltd.” to change its name.

     

    ARTICLE
      VI

    COVENANTS
      OF PURCHASER

     

    6.1.    Further
      Assurances.
      The
      Purchaser shall make commercially reasonable efforts to take, or cause to be
      taken, all actions or do, or cause to be done, all things or execute any
      documents necessary, proper or advisable to consummate and make effective the
      transactions contemplated by this Agreement and the Ancillary Agreements,
      subject to their respective terms; provided, however, that any such additional
      documents must be reasonably satisfactory to each of the parties and not impose
      upon either party any material liability, risk or obligation not contemplated
      by
      this Agreement or the Ancillary Agreements.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    6.2.    Compliance
      With Law.
      Following the Closing, the Purchaser and its Affiliates each will comply with
      all Applicable Laws relating to their conduct in performing their respective
      obligations under this Agreement and under the Ancillary
      Agreements.

     

    6.3.    Transfer
      of the Renewal Rights.
      Subject
      to (i) Purchaser’s timely and full payment to Seller of all consideration
      provided for by Section 2.6, inclusive of the Initial Payment, Advance and
      Quarterly Payments, and (ii) applicable local laws governing the cancellation
      and non-renewal of workers’ compensation policies, in connection with the
      transfer hereunder of the Renewal Rights to the Purchaser, the Purchaser
      covenants and agrees, from and after the Closing
      Date,
      that, subject
      to
      the Purchaser’s
      and its
      Insurer Affiliates’ underwriting guidelines, as the same shall be in effect from
      time to time, the Purchaser will
      make
      commercially reasonable efforts to quote, write and issue, and/or cause to
      be
      quoted, written or issued, the Covered Insurance Policies, as provided
      herein,
      and
      effect the orderly transition of the Insurance Contracts to approved or
      authorized policy forms and rates of Purchaser’s Insurer Affiliates in
      accordance with Applicable Law and the terms of the Insurance Contracts and
      this
      Agreement.
      In so
      quoting, writing, issuing and servicing the Covered Insurance Policies,
the
      Purchaser shall, and shall cause its Affiliates, to make commercially reasonable
      efforts to preserve and promote the present relationships with all Producers
      and
      Policyholders.

     

    6.4.    Sublease
      of Seller Office Space.
      Effective as of the Closing Date, the Purchaser and the Seller shall execute
      and
      deliver the
      Sublease Agreements for Seller’s office space at Des Moines, Iowa, Milwaukee,
      Wisconsin and Peoria, Illinois . From
      and
      after the Effective Date, the Purchaser shall cooperate with the Seller in
      order
      to obtain the respective landlords’ consents to the Sublease Agreements and
      provide all information reasonably requested by such landlords in connection
      therewith.

     

    6.5.    Audit
      Rights of Seller.
      Upon
      the request and reasonable advance written notice of the Seller, no more than
      one time in each twelve month period through the one year anniversary of the
      end
      of the Renewal Period, the Purchaser shall provide to the Seller or the Seller’s
      Representatives, access during regular business hours to the appropriate
      management personnel of the Purchaser and to the books, records and accounts
      of
      the Purchaser directly relating to the Subject Business for review, inspection,
      examination and reproduction. From and after the Closing Date, the Purchaser
      shall maintain true, accurate and complete books, records and accounts which
      relate to the Subject Business in the usual, regular and ordinary manner on
      a
      basis consistent with prior periods. The Purchaser shall provide to the Seller
      or its Representatives any assistance that it or they reasonably require in
      connection with the performance of any such audit. Any audits conducted under
      this Section 6.5 shall be conducted in a manner that does not unreasonably
      interfere with the normal business operations of the Purchaser. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    6.6.    Identification
      of Covered Premiums.
      Effective on the Closing Date and through the end of the Renewal Period, the
      Purchaser shall maintain procedures to identify Covered Premiums subject to
      this
      Agreement.

     

    ARTICLE
      VII

    EMPLOYEE
      MATTERS

     

    7.1.    Offers
      of Employment.
      On or
      before the Closing Date, in accordance with Section 2.2, the Purchaser shall
      extend an Offer of Employment to at least fifty percent (50%) of the employees
      of the Seller whom Purchaser, in its sole discretion, deems necessary to conduct
      the Subject Business, who are identified on Schedule
      7.1,
      which
      sets forth each such employee’s name, title and Base Compensation (collectively,
      the “Employee
      Group”).
      Each
      Offer of Employment by the Purchaser will be at a Base Compensation of no less
      than such employee’s Base Compensation from the Seller (an “Offer
      of Employment”),
      including any increases granted in the ordinary course of business. Those
      employees of the Seller who accept the Purchaser’s offer of employment effective
      as of the Closing Date, are referred to, as of the date of such acceptance,
      as
“Transferred
      Employees.”
      Employment of Transferred Employees with the Purchaser or an Affiliate of the
      Purchaser will be effective as of the next business day after the Closing Date
      or such date thereafter as the employment of the Transferred Employee by the
      Purchaser commences (the “Transfer
      Date”).
      Those
      employees who are not Transferred Employees will be referred to as “Non-Transferred
      Employees.”

     

    7.2.    Termination
      of Employment Agreements.
      With
      respect to any Transferred Employee who is a party to an employment agreement
      with the Seller or an Affiliate, the Seller shall be responsible for obtaining,
      on or prior to the Transfer Date, the consent of such Transferred Employee
      to
      the termination of such employment agreement. The Seller or Affiliate shall
      release such Transferred Employee from any restrictive covenant in such
      employment agreement which would impede, directly or indirectly, such
      Transferred Employee, from engaging in the Subject Business and shall be
      responsible for any and all liabilities with respect to, in connection with,
      or
      arising out of the termination of such employment agreement. For purposes of
      this section, “Success Bonuses” or “Stay Bonuses,” or any agreements similar in
      nature, with any member of the Employee Group, are not considered employments
      agreements.

     

    7.3.    Employee
      Benefits.
      The
      Purchaser will provide, or will cause to be provided, to Transferred Employees
      employee benefits comparable to those provided to similarly
      situated new hires commencing their employment by the
      Purchaser.
      Notwithstanding the foregoing, the
      Purchaser agrees that any pre-existing condition or waiting periods in its
      applicable welfare plans shall be waived with respect to the Transferred
      Employees. No assets of any employee benefit plan maintained by the Seller
      will
      be transferred to the Purchaser or any Affiliate of the Purchaser, and any
      liabilities related to or arising out of such plans will remain with the Seller.
      The Purchaser’s qualified and non-qualified retirement savings plans, health and
      welfare benefit plans, including but not limited to vacation plans and severance
      plans, if any, will recognize the Transferred Employees’ service with the Seller
      for purposes of eligibility and vesting.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Purchaser’s
      retirement savings plans will accept a rollover, at the election of the
      Transferred Employees, of the vested account balance from the Seller’s savings
      plan excluding any outstanding 401(k) loan balances.

     

    7.4.    Non-Transferred
      Employees.
      The
      Seller will retain and be responsible for all compensation, benefit, severance
      and employment related obligations and liabilities relating to each
      Non-Transferred Employee. The Seller will retain and be responsible for all
      compensation, benefit and employment related obligations and liabilities
      relating to each Transferred Employee in respect of any period prior to such
      Transferred Employee’s Transfer Date.

     

    7.5.    Transferred
      Employees Cooperation.
      From
      and after the Closing
      Date,
      the Purchaser shall make commercially reasonable efforts
      to cause the Transferred Employees to cooperate with and provide assistance
      to
      the Seller and/or any of its Affiliates, at the expense of the Seller, at times
      and locations as reasonably requested by the Seller
      that do
      not materially interfere with or disrupt the operation of the Subject
      Business
      (i) in
      the defense of any Litigation, arbitration, claim, complaint, audit, proceeding,
      or investigation (whether threatened existing, initiated or contemplated prior
      to, on or after the
      Closing
      Date) arising out of any event that occurred on or prior to the Closing Date,
      including matters involving the Seller and/or any of its Affiliates or to which
      they are or may become a party, or are or may become otherwise bound or directly
      or indirectly affected or as to which the Seller and/or any of its Affiliates
      have or may come to have a direct or indirect interest (including any
      indirect economic interest derived by virtue of contractual relationships),
      in
      each case which involved or could reasonably be expected to involve facts or
      circumstances with which any such Transferred Employees were involved or
      acquainted as a director, officer or employee or advisor of the Seller and/or
      any of its Affiliates, or as to which they have or could reasonably be expected
      to have any knowledge and/or otherwise relating to or arising out of the Subject
      Business (ii) in connection with any other transaction or matter that involved
      or involves or may involve facts or circumstances with which any such
      Transferred Employees were involved or acquainted with as a director, officer
      or
      employee or advisor of any of
      the
      Seller and/or any of its Affiliates, or as to which such Transferred Employee
      has or could reasonably be expected to have knowledge, including any
      Tax
      matter relating to the Business.
      

     

    ARTICLE
      VIII

    NON-COMPETITION
      COVENANTS

     

    8.1.    Non-Competition
      with Subject Business.
      The
      Seller hereby covenants and agrees that from and after the Closing Date and
      for
      a period of three years from the end of the Renewal Period (the “Restriction
      Period”),
      the
      Seller and its Affiliates, shall not, directly or indirectly compete with the
      Subject Business
      by the
      marketing, targeted at Producers, of a product which would be an alternative
      to
      workers’ compensation products currently offered by Seller; provided,
      however,
      that
      the foregoing shall not prevent:

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                Seller from the ongoing administration and run-off of the Insurance
                Contracts; or

            


    

     

    
      	 	
              (ii)

            	
              the
                Seller and its Affiliates from engaging in any other business other
                than
                the Subject Business.

            


    

     

    8.2    Non-Solicitation
      of Employees.
      During
      the Restriction Period, the Seller will not, directly or indirectly, for its
      own
      account or the account of any other Person: 

     

    
      	 	
              (i)

            	
              solicit
                for employment or engagement or employ or otherwise engage any Transferred
                Employee or otherwise intentionally interfere with the relationships
                of
                the Purchaser with the Transferred Employees;
                or

            


    

     

    
      	 	
              (ii)

            	
              induce
                any employee, officer, director, consultant, advisor or contractor
                of the
                Purchaser or any of its Affiliates, who is a member of management
                to
                engage in any activity that the Seller is prohibited from engaging
                in
                under this Agreement or to terminate such employment or
                engagement.

            


    

     

    Notwithstanding
      the foregoing, the Seller or an Affiliate will be permitted to employ or
      otherwise engage any Person referred to in clause (i) or (ii) of this Section
      8.2 above who, without any solicitation or inducement by the Seller or an
      Affiliate, who responds to general employment advertisements directed to the
      public at large or whose employment with the Purchaser has terminated for any
      reason other than a violation by Seller of this covenant.

     

    8.3    Non-Solicitation
      of Customers.
      During
      the Restriction Period, the Seller may not, directly or indirectly:

     

    
      	 	
              (i)

            	
              solicit,
                divert, appropriate or attempt to solicit, divert, or appropriate;
                or

            


    

     

    (ii) otherwise
      attempt to establish for the Seller or any other Person, whether for pay or
      otherwise, any business produced by Producers or through the efforts of the
      Transferred Employees, which relate to, directly or indirectly, the Subject
      Business.

     

    8.4    Reasonableness
      of Restrictions.
      The
      parties agree that the foregoing non-competition covenants are reasonable and
      necessary to enable the parties to realize the benefits of the Agreement and
      the
      transactions contemplated hereunder; provided,
      however,
      that,
      if a court of competent jurisdiction or an arbitrator should determine such
      restrictions to be unreasonable, then the same shall not be invalid but shall
      be
      enforced for such period of time and within such areas as the court or
      arbitrator may find to be reasonable.

     

    8.5    Injunctive
      Relief.
      The
      Seller agrees that the covenants in this Article VIII are an integral part
      of
      the inducement of the Purchaser to enter into this Agreement and that the
      Purchaser shall be entitled to seek injunctive relief in addition to all other
      legal and equitable remedies available to it in connection with any breach
      by
      the Seller or its covered Affiliates said covenants and that, notwithstanding
      the foregoing, no right, power, or remedy conferred upon or reserved or
      exercised by the Purchaser pursuant to this Section 8.5 is intended to be
      exclusive of any other right, power or remedy, each and every one of which
      (now
      or hereafter existing at law, in equity, by statute or otherwise) shall be
      cumulative and concurrent.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

    CONDITIONS
      PRECEDENT TO THE OBLIGATION OF

    PURCHASER
      TO CLOSE

     

    The
      obligations of the Purchaser under this Agreement are subject to the
      satisfaction on or prior to the Closing Date of the following conditions, any
      one or more of which may be waived by the Purchaser in writing:

     

    9.1.    Representations,
      Warranties and Covenants.
      (a) the
      Seller shall have performed in all material respects all of its obligations
      under this Agreement required to be performed by it on or prior to the Closing
      Date; (b) the representations and warranties of the Seller contained in this
      Agreement shall be true, complete and correct on the Effective Date and as
      of
      the Closing Date as if made at and as of the Closing Date, except that any
      such
      representations and warranties that are given as of a particular date and relate
      solely to a particular date or period shall be true and correct as of such
      date
      or period, and except where the failure to be true and correct (without regard
      to any materiality qualifiers or exceptions therein) would not reasonably be
      expected to be, individually or in the aggregate, a Material Adverse Effect;
      and
      (c) the Purchaser shall have received a certificate signed by an appropriate
      executive officer of the Seller to the effect that the foregoing conditions
      have
      been satisfied.

     

    9.2.    Approvals.
      All
      filings with Governmental Authorities and other Persons required to consummate
      the transactions contemplated in this Agreement and the Ancillary Agreements
      shall have been made and all required approvals shall have been obtained and
      shall be in full force and effect and without conditions or limitations that
      are
      unacceptable to the Purchaser in the Purchaser’s reasonable judgment. All
      waiting periods under any federal or state statute or regulation shall have
      expired or been terminated.

     

    9.3.    Closing
      Deliveries.
      All of
      the closing deliveries of the Seller under Section
      2.4(b)
      shall have been delivered to the Purchaser.

     

    9.4.    Injunction
      and Litigation.
      There
      shall be no effective injunction, writ, preliminary restraining order or any
      other order of any nature issued by a Governmental Authority or any pending
      Litigation that seeks to prohibit or enjoin, or that seeks material monetary
      damages with respect to, the consummation of the transactions contemplated
      in
      this Agreement or the Ancillary Agreements.

     

    9.5.    Other
      Documents.
      The
      Seller shall have delivered to the Purchaser (a) a copy of the resolutions
      (in
      form and substance reasonably satisfactory to the
      Purchaser) duly adopted by the board of directors of the Seller authorizing
      the
      execution, delivery and performance of this Agreement or the Ancillary
      Agreements by the Seller, certified (in form and substance reasonably
      satisfactory to
      the
      Purchaser) by the Secretary or an Assistant Secretary of the Seller; (b)
      certificates (in form and substance reasonably satisfactory to the Purchaser)
      of
      the Secretary or an Assistant Secretary of the Seller as to the incumbency
      and
      signatures of the officers of the Seller executing this Agreement and the
      Ancillary Agreements, and (c) such other documents, certificates or records
      as
      the Purchaser or its counsel may reasonably request.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

    CONDITIONS
      PRECEDENT TO THE OBLIGATION OF

    SELLER
      TO CLOSE

     

    The
      obligations of the Seller under this Agreement are subject to the satisfaction
      on or prior to the Closing Date of the following conditions, any one or more
      of
      which may be waived by the Seller in writing:

     

    10.1.    Representations,
      Warranties and Covenants.
      (a) The
      Purchaser shall have performed in all material respects all of its obligations
      under this Agreement required to be performed by it on or prior to the Closing
      Date; (b) the representations and warranties of the Purchaser contained in
      this
      Agreement shall be true, complete and correct on the Effective Date and as
      of
      the Closing Date as if made at and as of the Closing Date, except that any
      such
      representations and warranties that are given as of a particular date and relate
      solely to a particular date or period shall be true and correct as of such
      date
      or period, and except where the failure to be true and correct (without regard
      to any materiality qualifiers or exceptions therein) would not reasonably be
      expected to have, individually or in the aggregate, a material adverse effect
      on
      the ability of the Purchaser to perform any of its obligations under this
      Agreement or the Ancillary Agreements or to consummate the transactions
      contemplated hereby or thereby; and (c) the Seller shall have received a
      certificate signed by an appropriate executive officer of the Purchaser to
      the
      effect that the foregoing conditions have been satisfied.

     

    10.2.    Approvals.
      All
      filings with Governmental Authorities and other Persons required to consummate
      the transactions contemplated in this Agreement and the Ancillary Agreements
      shall have been made and all required approvals shall have been obtained and
      shall be in full force and effect and without conditions or limitations that
      are
      unacceptable to the Seller in the Seller’s reasonable judgment. All waiting
      periods under any federal or state statute or regulation shall have expired
      or
      been terminated.

     

    10.3.    Closing
      Deliveries.
      All of
      the closing deliveries of the Purchaser under Section 2.4(a)
      shall have been delivered to the Seller.

     

    10.4.    Payment
      to the Seller.
      The
      Purchaser shall have paid the Seller the Initial Payment and Advance, in
      accordance with Section 2.6.

     

    10.5.    Injunction
      and Litigation.
      There
      shall be no effective injunction, writ, preliminary restraining order or any
      other order of any nature issued by a Governmental Authority or any pending
      Litigation that seeks to prohibit or enjoin, or
      that
      seeks material monetary damages with respect to, the consummation of the
      transactions contemplated in this Agreement or the Related
      Agreements.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    10.6.    Other
      Documents.
      The
      Purchaser shall have delivered to the Seller: (a) a copy of the resolution
      (in
      form and substance reasonably satisfactory to the Seller) duly adopted by the
      board of directors of the Purchaser authorizing the execution, delivery and
      performance of this Agreement and the Ancillary Agreements by the Purchaser,
      certified (in form and substance reasonably satisfactory to the Seller) by
      the
      Secretary or an Assistant Secretary of the Purchaser; (b) certificates (in
      form
      and substance reasonably satisfactory to the Seller) of the Secretary or an
      Assistant Secretary of the Purchaser as to the incumbency and signatures of
      the
      officers of the Purchaser executing this Agreement and the Ancillary Agreements,
      and (c) such other documents, certificates or records as the Seller or its
      counsel may reasonably request.

     

    ARTICLE
      XI

    TERMINATION
      PRIOR TO CLOSING

     

    11.1.    Termination
      of Agreement.
      This
      Agreement may be terminated at any time prior to the Closing as
      follows:

     

    (a)    by
      the
      Seller or the Purchaser, by written notice to the other party, if there shall
      be
      any order, writ, injunction or decree of any Governmental Authority binding
      on
      the Seller or the Purchaser which prohibits or restrains the Seller or the
      Purchaser from consummating the transactions contemplated in this Agreement
      or
      the Ancillary Agreements; provided,
      however,
      that
      the Seller and the Purchaser, as the case may be, shall make commercially
      reasonable efforts to have any such order, writ, injunction or decree lifted
      and
      the order, writ, injunction or decree is not lifted by the Termination
      Date;

     

    (b)    by
      the
      Seller or the Purchaser, by written notice to the other party, if the Closing
      has not been consummated on or prior to the Termination Date, unless the absence
      of such occurrence is or will be due to the failure of the party seeking to
      terminate this Agreement to materially perform each of its obligations under
      this Agreement required to be performed by it at or prior to the
      Closing;

     

    (c)    by
      the
      Purchaser, by written notice to the Seller, if a breach of any representation,
      warranty, covenant or agreement on the part of the Seller set forth in this
      Agreement shall have occurred which would cause any of the conditions set forth
      in Article IX not to be satisfied, and such breach is incapable of being cured
      or, if capable of being cured, shall not have been cured within thirty (30)
      calendar days following receipt by the Seller of notice of such breach from
      the
      Purchaser;

     

    (d)    by
      the
      Seller, by written notice to the Purchaser, if a breach of any representation,
      warranty, covenant or agreement on the part of the Purchaser set forth in this
      Agreement shall have occurred which would cause any of the conditions set forth
      in Article X not to be satisfied, and such breach is incapable of being cured
      or, if capable of being cured, shall not have been cured within thirty (30)
      calendar days following receipt by the Purchaser of notice of such breach from
      the Seller; or

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (e)    at
      any
      time prior to the Closing by mutual written consent of the Seller and the
      Purchaser.

     

    11.2.    Survival
      Upon Termination.
      If this
      Agreement is terminated pursuant to Section 11.1 hereof, this Agreement will
      become null and void and of no force and effect, provided that, in the event
      of
      such a termination because of any breach, the breaching party will be liable
      to
      the other party for all actual damages arising directly from such breach. In
      no
      event will any party be entitled to consequential damages, including damages
      for
      lost profits, following a termination of this Agreement pursuant to Section
      11.1
      hereof.

     

    ARTICLE
      XII

    SURVIVAL;
      INDEMNIFICATION

     

    12.1.    Survival.
      All
      representations and warranties made by the Seller and the Purchaser in Articles
      III and IV of this Agreement, respectively, in the Ancillary Agreements
and
      in
      any document, certificate, schedule or instrument delivered or executed in
      connection herewith or therewith shall survive for a period of thirty-six months
      after the Closing Date, whereupon they shall expire, and all claims for breach
      of said representations and warranties will be deemed waived unless the
      non-breaching party notifies the breaching party of the matters constituting
      the
      breach prior to the expiration of said
      thirty-six month
      period. All covenants, undertakings and agreements contained in this Agreement,
      the Ancillary Agreements or any document, certificate, schedule or instrument
      delivered or executed in connection herewith or therewith to be performed or
      complied with after the Closing Date shall survive for the period of the
      applicable statute of limitations.

     

    12.2.    Indemnification. 

     

    (a)    Subject
      to Section 12.1, the Seller shall indemnify the Purchaser and its Affiliates,
      and its and their respective shareholders, subsidiaries, officers, directors,
      employees, successors and permitted assigns
      against
      and agree to hold each of them harmless from any and all damage, loss, liability
      and expense (including reasonable attorneys’ fees and reasonable expenses of
      investigation in connection with any action, suit or proceeding) (collectively,
      “Damages”),
      incurred or suffered by the Purchaser or any
      of its
      Affiliates, arising out of:

     

    
      	 	
              (i)

            	
              any
                breach of any representation or warranty, or any breach, nonfulfillment
                or
                default in the performance of any covenant or agreement, made by
                the
                Seller in this Agreement or in any Ancillary
                Agreement;

            


    

     

    
      	 	
              (ii)
                

            	
              any
                claim by any present or former employee of the Seller or an Affiliate
                thereof, including the Transferred Employees, which arises under
                federal,
                state or local statute (including, without limitation, Title VII
                of the
                Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
                Discrimination in Employment Act of 1990, the Equal Pay Act, the
                Americans
                with Disabilities Act of 1990, ERISA and all other statutes regulating
                the
                terms and conditions of employment), regulation or ordinance, under
                the
                common law or in equity (including any claims for wrongful discharge
                or
                otherwise), or under any employee benefit plan or program of the
                Seller or
                any of their respective Affiliates, or under any policy, agreement,
                understanding or promise, written or oral, formal or informal, between
                the
                Seller or an Affiliate thereof and such present or former employee,
                which
                arose solely out of any action, event or omission that occurred (or,
                in
                the case of omissions, failed to occur) prior to the Closing;
                

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)
                

            	
              the
                operation of the Subject Business by the Seller or their respective
                Affiliates prior to the
                Closing Date, and 

            


    

     

    
      	 	
              (iv)
                

            	
              the
                enforcement of their rights under this Section 12.2(a).
                

            


    

     

    Notwithstanding
      the foregoing, the Seller shall not be liable under the foregoing clauses (i),
      (ii), (iii) or (iv) of this Section 12.2(a) unless the total aggregate amount
      of
      Damages with respect to all such claims or matters relating to said clauses
      referred to in this Section 12.2(a) exceeds twenty-five thousand dollars
      ($25,000) and, in such case, only to the extent of such excess (the
“Seller
      Indemnity Deductible”).
      The
      maximum amount of the Seller’s collective and aggregate liability under the
      foregoing clauses (i), (ii), (iii), and (iv) of this Section 12.2(a) shall
      in no
      event exceed the total
      consideration payable (the “Seller
      Indemnity Cap”).
      Notwithstanding the foregoing, if the Seller’s liability under clauses (i),
      (ii), (iii), and (iv) of this Section 12.2(a) exceeds the aggregate payments
      received by the Seller pursuant to Section 2.6 at the time the indemnification
      claim is payable (the difference between the indemnification obligation and
      the
      aggregate payments received by the Seller being the “Excess
      Amount”),
      then
      the Seller, at such time, shall only have to pay an indemnification amount
      up to
      the aggregate payments received by the Seller pursuant to Section 2.6 and the
      Purchaser shall be entitled to prospectively offset amounts due the Seller
      pursuant to Sections 2.6, if any, against the Excess Amount.

     

    (b)    Subject
      to Section 12.1, the Purchaser shall indemnify the Seller and its Affiliates,
      and their respective shareholders, subsidiaries, officers, directors, employees,
      successors and permitted
      assigns
      against
      and agrees to hold each of them harmless from any and all Damages
      incurred
      or suffered by the Seller or any of its Affiliates, arising out of:

     

    
      	 	
              (i)
                

            	
              any
                breach of any representation, warranty or certification, or any breach,
                nonfulfillment or default in the performance of any covenant or agreement,
                made by the Purchaser in this Agreement or in any Ancillary
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              the
                conduct of the Subject Business by the Purchaser after the Closing
                Date,
                except to the extent that the Purchaser, an Affiliate, or its or
                their
                respective shareholders, subsidiaries, officers, directors, employees,
                successors and permitted assigns are entitled to indemnification
                with
                respect thereto under Section
                12.2(a);

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)
                

            	
              any
                claim, complaint or charge, filed by any employee who is employed
                by
                Seller as of the date of this Agreement against Seller or any of
                its
                Affiliates for discrimination in hiring by Purchaser or a similar
                cause of
                action resulting solely from Purchaser’s extension of offers of employment
                pursuant to Section 7.1; or

            


    

     

    
      	 	
              (iv)

            	
              the
                enforcement of its rights under this Section 12.2(b).
                

            


    

     

    Notwithstanding
      the foregoing, the Purchaser shall not be liable under the foregoing clauses
      (i), (ii) or (iii) of this Section 12.2(b) unless the total aggregate amount
      of
      Damages with respect to all such claims or matters relating to said clauses
      referred to in this Section 12.2(b) exceed $25,000 and, in such case, only
      to
      the extent of such excess (the “Purchaser Indemnity Deductible”). The maximum
      amount of the Purchaser’s collective and aggregate liability under the foregoing
      clauses (i), (ii) and (iii) of this Section 12.2(b) shall in no event exceed
      the
total
      aggregate payments
      received, or to be received, by the Seller pursuant to Section
      2.6 (the
“Purchaser Indemnity Cap”). Should any claim, or portion thereof, for Damages
      made by the Seller hereunder remain unpaid as a result of the immediately
      preceding sentence, such unpaid portion of the claim may be resubmitted to
      the
      Purchaser at any time, notwithstanding Section 12.1, for payment upon receipt
      by
      the Seller of additional payments pursuant to Section 2.6 and the Purchaser
      shall pay such claim upon demand.
      Notwithstanding any provision herein to the contrary, the Purchaser Indemnity
      Deductible and Purchaser Indemnity Cap do not apply to any claim by Seller
      for
      Quarterly Payments due pursuant to Section 2.6.

     

    (c)    All
      indemnification payments payable hereunder shall be reduced by the amount of
      insurance proceeds received by, or any Tax benefits inuring to the benefit
      of,
      the
      Indemnified Party (as defined below) as a result of the loss for which the
      Indemnified Party is seeking reimbursement.

     

    (d)    The
      parties hereto shall make mutually available to each other all relevant
      information in their possession relating to any Damages claimed hereunder
      (except to the extent that such action would result in loss of attorney-client
      privilege as to any material matter) and shall cooperate with each other in
      the
      defense thereof.

     

    12.3.    Procedures
      for Third Party Claims. 

     

    (a)    The
      party
      seeking indemnification under Section 12.2 (the “Indemnified
      Party”)
      agrees
      to give prompt notice (in accordance with Section 13.11) to the party against
      whom indemnity is sought (the “Indemnifying
      Party”)
      of the
      assertion of any third party claim, or the commencement of any suit, action
      or
      proceeding in respect of which indemnity may be sought under Section 12.2 (the
      “Third
      Party Claims”).
      Such
      notice referred to in the preceding sentence shall state the relevant facts
      and
      include therewith relevant documents and a statement in reasonable detail as
      to
      the basis for the indemnification sought. The failure by any Indemnified Party
      so to notify the Indemnifying Party shall not relieve any Indemnifying Party
      from any Liability which it may have to such Indemnified Party with respect
      to
      any claim made pursuant to this Section 12.3, except to the extent such failure
      shall actually prejudice an Indemnifying Party. In the event of the assertion
      of
      any claim or the commencement of any suit, action or proceeding in respect
      of
      which indemnity would be sought by the Indemnified Party but for the fact that
      the notice of such claim, suit, action or proceeding was sent to the
      Indemnifying Party, the Indemnifying Party shall give prompt notice to the
      Indemnified Party of such claim, suit, action or proceeding.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (b)    Upon
      receipt of notice from the Indemnified Party pursuant to Section 12.3(a), the
      Indemnifying Party will have the right to, subject to the provisions of Section
      12.3, assume the defense and control of such Third Party Claims. In the event
      the Indemnifying Party assumes the defense of a Third Party Claim, the
      Indemnified Party shall have the right but not the obligation to participate
      in
      the defense of such Third Party Claim with its own counsel and at its own
      expense (provided that the Indemnifying Party shall pay the reasonable
      attorneys’ fees of the Indemnified Party if (i) the employment of separate
      counsel shall have been authorized in writing by such Indemnifying Party in
      connection with the defense of such Third Party Claim, (ii) the Indemnifying
      Party shall not have employed counsel reasonably satisfactory to the Indemnified
      Party to defend such Third Party Claim, (iii) the
      Indemnified Party shall have reasonably concluded, upon advice of the
      Indemnified Party’s counsel, that there may be material defenses available to
      such Indemnified Party that are different from or additional to those available
      to the Indemnifying Party,
      (iv) the
      Indemnifying Party’s counsel shall have advised the Indemnifying Party in
      writing, with a copy delivered to the Indemnified Party, that there is a
      conflict of interest that could make it inappropriate under applicable standards
      of professional conduct to have common counsel, or (v) such Third Party Claim
      shall seek injunctive or equitable relief that if granted would
      materially interfere with the conduct of the Business) and the Indemnifying
      Party will cooperate with the Indemnified Party. Any election by an Indemnifying
      Party not to assume the defense of a Third Party Claim must be received by
      the
      Indemnified Party reasonably promptly following its receipt of the Indemnified
      Party’s notice delivered pursuant to Section 12.3(a). If the Indemnifying Party
      elects to assume the defense of a Third Party Claim, the Indemnifying Party
      shall select counsel reasonably acceptable to the Indemnified Party; shall
      take
      all steps necessary in the defense or settlement of such Third Party Claim;
      and
      shall at all times diligently and promptly pursue the resolution of such Third
      Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates
      and Representatives to, cooperate fully with the Indemnifying Party in the
      defense of any Third Party Claim defended by the Indemnifying
      Party.

     

    (c)    The
      Indemnifying Party shall be authorized to consent to a settlement of, or the
      entry of any judgment arising from, any Third Party Claim as to which the
      Indemnifying Party has assumed the defense in accordance with the terms of
      Section 12.3, without the consent of any Indemnified Party, but only to the
      extent that such settlement or entry of judgment (i) provides solely for the
      payment of money by the Indemnifying Party or imposes an obligation of
      confidentiality, and (ii) provides a complete release of any Indemnified Party
      potentially affected by such Third Party Claim from all matters that were or
      could have been asserted in connection with such claims. Except as provided
      in
      the foregoing sentence, settlement or consent to entry of judgment shall require
      the prior approval of the Indemnified Party, such approval not to be
      unreasonably withheld, delayed or conditioned.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    12.4.    Procedures
      for Direct Claims.
      In the
      event any Indemnified Party shall have a claim for indemnity against any
      Indemnifying Party that does not involve a Third Party Claim, the Indemnified
      Party shall deliver written
      notice of such claim to the Indemnifying Party. Such notice referred to in
      the
      preceding sentence shall state the relevant facts and include therewith relevant
      documents and a statement in reasonable detail as to the basis for the
      indemnification sought. The failure by any Indemnified Party so to notify the
      Indemnifying Party shall not relieve the Indemnifying Party from any liability
      that it may have to such Indemnified Party with respect to any claim made
      pursuant to Section 12.2, it being understood that notices for claims in respect
      of a breach of a representation or warranty must be delivered prior to the
      expiration of the survival period for such representation or
      warranty.

     

    12.5.    Exclusive
      Remedy.
      The
      parties hereto expressly acknowledge and agree that (i) except as otherwise
      expressly provided in this
      Agreement, the provisions of this Article XII shall be the sole and exclusive
      remedy for Damages caused as a result of any breach of any representation or
      warranty
      or any
      breach, nonfulfillment or default in the performance of any covenant or
      agreement
      contained in this Agreement or in any Ancillary Agreement, other than claims
      based on fraud, or any Ancillary Agreement or to any further indemnification
      or
      other rights or claims, all of which the parties hereby waive, and (ii) except
      as otherwise expressly provided in this
      Agreement, no Indemnifying Party shall be liable for consequential, indirect,
      punitive or treble Damages in connection with any action, suit or proceeding
      brought by the Purchaser against the Seller or by the Seller against the
      Purchaser, or for any Damages based on either the reduced current or future
      profitability or earnings of the Business or the Renewal Rights or Damages
      based
      on a multiple of such profitability, earnings or other factor, or reduction
      therein (it being understood that all Damages will for purposes of this Article
      XII be determined and calculated on a direct, dollar-for-dollar basis), or
      for
      other Damages not provided for in this Article XII. Any liability for
      indemnification hereunder will be determined without duplication of recovery
      by
      reason of the state of facts giving rise to such liability constituting a breach
      of more than one representation, warranty, covenant or agreement.

     

    12.6.    Specific
      Performance.
      It is
      agreed that any party hereto shall be entitled to seek an injunction or
      injunctions to prevent breaches of this Agreement and to enforce specifically
      the terms and provisions hereof, this being in addition to any other remedy
      to
      which they are entitled hereunder or otherwise.

     

    ARTICLE
      XIII

    MISCELLANEOUS
      PROVISIONS

     

    13.1.    Entire
      Agreement.
      This
      Agreement, including all annexed Schedules and Exhibits, constitute the entire
      contract between the parties and there are no understandings other than as
      expressed in this Agreement or any Ancillary Agreement. All annexed Schedules
      and Exhibits are expressly incorporated into and made a part of this Agreement
      as fully as though completely set forth herein in full. In the event of any
      conflict between the provisions of this Agreement and any Schedule or Exhibit,
      the provisions of this Agreement will control. Capitalized terms used in the
      Schedules and Exhibits shall have the meanings assigned to them in this
      Agreement. The section references referred to in the Schedules are to sections
      of this Agreement, unless otherwise expressly indicated. Any amendment or
      modification hereto shall be null and void unless made by amendment to this
      Agreement, and signed by the parties affected by such amendment.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    13.2.    Assignment;
      Binding Effect.
      No
      party hereto shall transfer, delegate, subcontract or assign any of its rights
      or obligations under this Agreement without first obtaining the written consent
      of the other parties; provided,
      however,
      that
      (i) the Purchaser may assign its rights to offer, quote, solicit, issue, write
      and/or bind the Covered Insurance Policies to its
      Insurer Affiliates, and (ii) the Seller may assign its rights to receive the
      Quarterly Payments under Section 2.6, if any, to any Person with prior notice
      to, but without obtaining the consent of, the Purchaser. Any purported
      assignment,
      delegation, subcontracting or transfer in violation of this Section 13.2 shall
      be void.

     

    13.3.    No
      Third-Party Beneficiaries.
      Nothing
      in this Agreement, except as expressly set forth in Article XII with respect
      to
      indemnification of the parties’ Affiliates and their respective shareholders,
      subsidiaries, officers, directors and employees is intended or shall be
      construed to give any Person other than the signatory parties hereto, any legal
      or equitable right, remedy or claim under or in respect of this Agreement or
      any
      provision contained herein.

     

    13.4.    Invalidity.
      Unless
      the invalidity or unenforceability of any provision or portion thereof
      frustrates the intent of the parties or the purpose of this Agreement, such
      invalidity or unenforceability shall not affect the validity or enforceability
      of the other provisions or portions thereof and where possible, the provisions
      of this Agreement shall be interpreted so as to sustain their legality and
      enforceability and for that purpose the provisions of this Agreement shall
      be
      read as if they cover only the specific situation to which they are being
      applied. The invalidity or unenforceability of any provision of this Agreement
      in a specific situation shall not affect the validity or enforceability of
      that
      provision in other situations or of other provisions of this Agreement. In
      the
      event that such provision shall be declared unenforceable by a court of
      competent jurisdiction, such provision or portion thereof, to the extent
      declared unenforceable, shall be stricken. However, in the event any such
      provision or portion thereof shall be declared unenforceable due to its scope,
      breadth or duration, then it shall be modified to the scope, breadth or duration
      permitted by Applicable Law and shall continue to the be fully enforceable
      as so
      modified.

     

    13.5.    Governing
      Law.
      This
      Agreement shall be deemed to have been made under and governed by the laws
      of
      Illinois, without regard to conflicts or choice of law rules.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    13.6.    Waiver
      of Jury Trial.
      Subject
      to Section 13.14, each of the Parties hereto hereby irrevocably waives any
      and
      all right to trial by jury in any legal proceeding arising out of or related
      to
      this Agreement, the Ancillary Agreements or the transactions contemplated hereby
      or thereby. The waiver in this Section 13.6 have been made with the advice
      of
      counsel and with a full understanding of the legal consequences thereof and
      shall survive the termination of this Agreement.

     

    13.7.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other parties
      hereto.

     

    13.8.    Headings.
      The
      headings in this Agreement are for the convenience of reference only and shall
      not affect its interpretations.

     

    13.9.    Transfer
      Taxes.
      The
      Seller shall be solely responsible for and pay in a timely manner all transfer,
      premium, sales, use, value added, stamp, documentary, gross receipts,
      registration, conveyance, excise, recording, license and other similar Taxes
      and
      fees, if any, arising out of, or in connection with, or attributable to the
      ,
      assignment or transfer of the Renewal Rights and Transferred Assets. The Seller
      shall prepare and file, or cause to be prepared and filed, all Tax Returns
      and
      other documentation required with respect to such Taxes and, if required by
      Applicable Law, the Purchaser shall join in the execution of any such Tax
      Returns and other documentation as reasonably requested by the
      Seller.

     

    13.10.    Communications.
      The
      parties shall jointly agree upon press releases and agent communications to
      be
      distributed with respect to the transactions contemplated under this Agreement,
      except as may be required by Applicable Law.

     

    13.11.    Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be delivered personally, sent by facsimile transmission or sent by
      overnight courier or certified, registered or express mail, postage prepaid.
      Any
      such notice or other communication shall be deemed given: (i) upon actual
      delivery if presented personally or sent by facsimile transmission, (ii) one
      (1)
      Business Day following delivery to an overnight courier, or (iii) three (3)
      Business Days following deposit in the United States mail, if sent by certified,
      registered or express mail, postage prepaid, in each case to the following
      addresses:

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

     

    
      	 	(i)	If
              to the Purchaser:
	 	 	 	 
	 	 	 	
              AmTrust
                North America, Inc.

              59
                Maiden Lane, 6th
                fl

              New
                York, NY 10038

              Attn: Stephen
                Ungar, Esq.

              Facsimile
                No.: (212) 220-7130

               

              E-mail:
                sungar@amtrustgroup.com

            
	 	 	 	 
	 	(ii)	If
              to the Seller: 
	 	 	 	 
	 	 	 	
              Aon
                Corporation

              200
                East Randolph Street

              Chicago,
                Illinois 60601

              Attn: Office
                of the General Counsel

              Facsimile
                No.: (312) 381-6732

               

              E-mail:
                cameron_findlay@asc.aon.com

            
	 	 	 	 
	 	
              Copy
                to:

            	
              Aon
                Group, Inc.    

              200
                East Randolph Street

              Chicago,
                Illinois 60601

              Attn:
                Michael
                D. O’Halleran

                        
                President and Chief Operating Officer

               

              E-mail:
                michael_o’halleran@aon.com

            


    

     

    13.12.    Waiver
      of Compliance.
      Any
      waiver of any failure to comply with any obligation, covenant, agreement or
      condition under this Agreement must be in writing and signed by the parties.
      Any
      waiver or failure to insist upon strict compliance with any obligation,
      covenant, agreement or condition shall not operate as a waiver of, or estoppel
      with respect to, any subsequent or other failure.

     

    13.13.    Expenses.
      Except
      as otherwise specifically provided in this Agreement, the parties to this
      Agreement will bear their respective expenses incurred in connection with the
      preparation, execution and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby and thereby.

     

    13.14.    Arbitration.
      

     

    (a)    All
      disputes and differences under this Agreement or the Ancillary Agreements that
      cannot be amicably agreed upon by the parties will be decided by arbitration
      before a single arbitrator (the “Arbitrator”). The Arbitrator will have the
      authority to interpret this Agreement and, in doing so, will consider the
      customs and practices of the insurance and reinsurance industry. The Arbitrator
      will consider this Agreement as an honorable engagement rather than merely
      a
      legal obligation, and he or she is relieved of all judicial formalities and
      may
      abstain from following the strict rules of law.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (b)    To
      initiate arbitration, either Seller or Purchaser will notify the other, in
      writing, of its desire to arbitrate. The notice will state the nature of the
      dispute and the desired remedies and propose four natural Persons to serve
      as
      the Arbitrator. The party to which the notice is sent will respond to the
      notification in writing within thirty (30) days of receipt of the notice. At
      that time, the responding party will state any additional dispute it may have
      regarding the subject of arbitration and will propose four natural Persons
      to
      serve as the Arbitrator, who shall be disinterested, independent and unrelated
      to the party and present
      or former executives of an insurance or reinsurance company or an attorney
      or
      consultant with experience in the insurance or reinsurance business. From the
      four Persons so designated by a party, the other party shall strike three,
      and
      the parties will draw lots to determine the Arbitrator. Each of the Seller
      and
      the Purchaser will pay 50% of the fees and expenses of the Arbitrator relating
      to the applicable dispute.

     

    (c)    The
      arbitration hearing shall be held on the date fixed by the Arbitrator. In no
      event shall this date be later than four (4) months after the appointment of
      the
      Arbitrator. As soon as possible, the Arbitrator shall establish pre-arbitration
      procedures as warranted by the facts and issues of the particular dispute.
      Unless Seller and Purchase agree otherwise, the Arbitrator shall conduct a
      hearing in Chicago, Illinois. At least ten (10) days prior to the arbitration
      hearing, Seller and Purchaser shall provide the other and the Arbitrator with
      a
      detailed statement of the facts and arguments it will present at the arbitration
      hearing. The Arbitrator may consider any relevant evidence. The Arbitrator
      shall
      give the evidence such weight as he or she deems it entitled to after
      consideration of any objections raised concerning it. Each party may examine
      any
      witnesses who testify at the arbitration hearing. Within twenty days after
      the
      end of the arbitration hearing, the Arbitrator shall issue a written decision
      resolving such dispute and awarding damages, subject to the limitations set
      forth in Article XII. The Arbitrator is directed to seek efficiencies in time
      and expense. The Arbitrator may limit discovery and is not bound by strict
      rules
      of evidence. The Arbitrator may not award punitive or exemplary
      damages.

     

    (d)    Notwithstanding
      the provisions of Section 13.5, any arbitration held pursuant to the provisions
      of this Section 13.14 shall be governed by the Federal Arbitration Act (9 U.S.C.
      1 et seq.).
      All
      arbitrations commenced pursuant to this Agreement or any other Ancillary
      Agreement shall be consolidated and heard by the Arbitrator.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    13.15.  Confidentiality.
      Each
      party hereto will hold, and will use its commercially reasonable best efforts
      to
      cause its Affiliates, and their respective Representatives to hold, in strict
      confidence from any Person (other than any such Affiliates or Representatives),
      except with the prior written consent of the other party or unless (i) compelled
      to disclose by judicial or administrative process (including in connection
      with
      obtaining the necessary approvals of this Agreement or the Ancillary Agreements
      and the transactions contemplated hereby or thereby of Governmental Authorities)
      or by other requirements of Applicable Law, or (ii) disclosed in an action
      or
      proceeding brought by a party hereto in pursuit of its rights or in the exercise
      of its remedies hereunder, all
      documents and information concerning the other party or any of its Affiliates
      furnished to it by the other party or such other party’s Representatives in
      connection with this Agreement or any Ancillary Agreement or the transactions
      contemplated hereby or thereby, except to the extent that such documents or
      information can be shown to have been (a) previously known by the party
      receiving such documents or information, (b) in the public domain (either prior
      to or after the furnishing of such documents or information hereunder) through
      no fault of such receiving party or (c) later acquired by the receiving party
      from another source if the receiving party is not aware that such source is
      under an obligation or duty to another party hereto to keep such documents
      and
      information confidential; provided that following the Closing the foregoing
      restrictions will not apply to the Purchaser’s use of documents and information
      relating exclusively to the Renewal Rights or Transferred Assets furnished
      by
      the Seller hereunder.

     

    [INTENTIONALLY
      LEFT BLANK]

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      duly
      authorized officers of the Purchaser and the Seller as of the Effective
      Date.

     

     

     

    
      	 	
              AMTRUST
                NORTH AMERICA, INC.

               

              By:
                ________________________________

              Name: 

              Title

            
	 	 
	 	
              MUIRFIELD
                UNDERWRITERS, LTD.

              


              By:_________________________________

              Name: 
                Mark S. Wiemold

              Title: 
                Chief Financial Officer

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

     

    


    Bill
      of
      Sale and General Assignment Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      B

    


    Guaranty
      of Aon Group, Inc.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Transferred
      Assets

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      1.1 

    


    *
      

    


    


    *
      Confidential Treatment Requested

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      3.6

    


    Pending
      Litigation

    


    


    


    As
      of the
      Closing Date, there is no litigation pending or threatened against the
      Seller.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Schedule
      3.7

    


    Consents
      and Approvals

    


    


    There
      are
      no consents or approvals required of the Seller in order to consummate the
      transactions contemplated in this Agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Schedule
      3.8

    


    Tax
      Returns and Payment of Taxes

    


    


    There
      are
      no Tax Returns or other tax matters of the Seller, excluding the payment by
      Seller or its affiliates of all federal, state and local taxes, which will
      be
      done by the Seller or is affiliates in due course.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Schedule
      3.9

    


    Material
      Changes Since 12/31/2005

    


    


    There
      have been no material changes as outlined in Section 3.9 of this Agreement
      since
      December 31, 2005.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Schedule
      3.10(a)

    


    *
      

     

     

    


    


    *
      Confidential Treatment Requested

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Schedule
      3.10(b)

    


    *

     

    


    


    *
      Confidential Treatment Requested

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      3.10(c)

    *

    


     

    


    


    *
      Confidential Treatment Requested

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
Schedule
      3.11

    


    Intellectual
      Property

    


    


    Seller
      does not own any intellectual property rights.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Schedule
      7.1

    


    *
      

     

     

    


    


    *
      Confidential Treatment Requested

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    

      Schedule
        13.3

      


      *

      
 

      


      


      *
        Confidential Treatment Requested

      
 

      
        
           

        

        
          14