<PAGE>

                                                                   EXHIBIT 10.32

                            WAIVER AND CONSENT LETTER

                               February 21, 2006

North Pointe Holdings Corporation
28819 Franklin Road
Suite 300
Southfield, Michigan 48057

Attention: James B. Petcoff

     Re:  Amended and Restated Credit Agreement (the "Credit Agreement") dated
          as of January 26, 2004 by and among North Pointe Holdings Corporation
          ("Company"), Comerica Bank, as Agent ("Agent") and the Lenders party
          to the Credit Agreement ("Banks"), as amended

Dear Mr. Petcoff:

     The Company has advised the Agent and the Banks that the Company intends
to: (i) form a Delaware statutory trust called NP Capital Trust I (the "Trust");
(ii) purchase all of the Trust's common interests for the sum of $620,000; (iii)
cause the Trust to sell $20,000,000 of preferred interests to an unrelated third
party; and (iv) sell to the Trust, for $20,620,000, junior subordinated notes of
the Company in substantially the form attached as Exhibit A (all of such steps,
the "Offering"). The Company will pay the expenses associated with the Offering,
and is expected to receive approximately $19,000,000 of net proceeds from the
Offering,

     The Offering would violate certain provisions of the Credit Agreement,
including Section 7.1, as to the purchase by the Company of equity interests in
the Trust and Section 7.3, as to the guaranty by the Company of the payment of
amounts owed by the Trust to holders of the Trust's preferred interests, and
would require that the junior subordinated notes be deemed Subordinated Debt by
the Banks as set forth in Section 7.4.

     The Company has requested that the Agent and the Banks consent to the
Offering and waive any Event of Default which would arise under the Credit
Agreement as a result of the Offering. Based on the Agent's receipt of the
approval of the Majority Banks and subject to the terms of this letter, the
Banks consent to the Offering and waive any Event of Default under the Credit
Agreement resulting from the Offering, including without limitation any Event of
Default which would arise under the provisions of Section 7.1 (relating to the
issuance of Equity Investments and relating to creation of the Trust as a
subsidiary), Section 7.3 (relating to the guaranty of certain payment
obligations of the Trust and Section 7.4 (relating to the issuance of
Subordinated Debt).

     This Waiver and Consent shall not be deemed to amend or alter in any
respect the terms and conditions of the Credit Agreement, the Notes or any of
the other Loan Documents, or to constitute a waiver or release by any of the
Banks of any right, remedy or Event of Default under the Credit Agreement, the
Notes or any of the other Loan Documents, except to the extent expressly set
forth above. Furthermore, this Waiver and Consent shall not affect in any manner
whatsoever any rights or remedies of the Banks with respect to any other
non-compliance by the Company with the Credit Agreement or the other Loan
Documents whether in the nature of an Event of Default or otherwise, and whether
now in existence or subsequently arising.

<PAGE>

     Except as specifically defined to the contrary herein, capitalized terms
used in this Waiver shall have the meanings given them in the Credit
Agreement.

                                        Very truly yours,

                                        COMERICA BANK, AS AGENT


                                        By: /s/ Michael Wooder
                                            ------------------------------------
                                        Its: Vice President

cc: Larry R. Shulman, Esq.
<PAGE>

                                CONSENT TO WAIVER

     The undersigned hereby approves and consents to the foregoing waiver on the
terms set forth in the Waiver and Consent Letter to which this Consent to Waiver
is attached and, assuming approval by the requisite lenders, authorizes the
Agent to execute and deliver the Waiver and Consent Letter to the Company.

                                        FIFTH THIRD BANK


                                        By: /s/ John Bebb
                                            ------------------------------------
                                        Its: V.P.

                                        Dated: February 22, 2006

<PAGE>

                                CONSENT TO WAIVER

     The undersigned hereby approves and consents to the foregoing waiver on the
terms set forth in the Waiver and Consent Letter to which this Consent to
Waiver is attached and, assuming approval by the requisite lenders, authorizes
the Agent to execute and deliver the Waiver and Consent Letter to the Company.

                                        JPMORGAN CHASE BANK NA,
                                        SUCCESSOR BY MERGER TO BANK ONE, N.A.


                                        By: /s/ Rick Ellis
                                            ------------------------------------
                                        Its: SVP

                                        Dated: February 22, 2006

<PAGE>

                                    EXHIBIT A

                FLOATING RATE JUNIOR SUBORDINATED NOTE DUE 2036

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE
OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES, AND ANY INTEREST THEREIN,
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A UNDER THE SECURITIES ACT.

     THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR
OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
<PAGE>

OF SUBPARAGRAPH (A) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR
(V), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL AND
OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY
PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE.

     THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN,
IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND
MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY
PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES.

     THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH A "PLAN" OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
"PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON
INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY
INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST
THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF
THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF
ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR
OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE.
<PAGE>

                        NORTH POINTE HOLDINGS CORPORATION

                 FLOATING RATE JUNIOR SUBORDINATED NOTE DUE 2036

No. 1                                                                $20,620,000

     North Pointe Holdings Corporation, a corporation organized and existing
under the laws of Michigan (hereinafter called the "Company" which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to LaSalle Bank National Association, not in
its individual capacity, but solely as Property Trustee for NP Capital Trust I,
a Delaware statutory trust (the "Holder"), or registered assigns, the principal
sum of Twenty Million Six Hundred Twenty Thousand Dollars ($20,620,000) or such
other principal amount represented hereby as may be set forth in the records of
the Securities Registrar hereinafter referred to in accordance with the
Indenture on March 15, 2036. The Company further promises to pay interest on
said principal sum from February [___________], 2006, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 15, June
15, September 15 and December 15 of each year, commencing March 15, 2006, or if
any such day is not a Business Day, on the next succeeding Business Day (and
additional interest shall accrue in respect of the amounts whose payment is so
delayed for the period from and after such, Interest Payment Date until such
next succeeding Business Day), except that, if such Business Day fells in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on the Interest Payment Date, at a fixed rate equal to [ ___________]% per annum
through the interest payment date in March 2011 and thereafter at a variable
rate equal to LIBOR plus [3.60]% per annum, together with Additional Tax Sums,
if any, as provided in Section 10.5 of the Indenture, until the principal
hereof is paid or duly provided for or made available for payment; provided,
further, that any overdue principal, premium, if any, or Additional Tax Sums and
any overdue installment of interest shall bear Additional Interest at a fixed
rate equal to [__________]% per annum through the interest payment date in March
2011 and thereafter at a variable rate equal to LIBOR plus [3.60]% per annum (to
the extent that the payment of such interest shall be legally enforceable),
compounded quarterly, from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.

     The amount of interest payable shall be computed on the basis of a 360-day
year and the actual number of days elapsed in the relevant interest period. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest installment. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than ten (10) days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the

<PAGE>

requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time and from time to time during the term of this
Security, to defer the payment of interest on this Security for a period of up
to twenty (20) consecutive quarterly interest payment periods (each such period,
an "Extension Period"), during which Extension Period(s), no interest shall be
due and payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security. No interest shall be due and payable during an Extension Period
(except any Additional Tax Sums that may be due and payable), except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at a fixed rate
equal to [_________________]% per annum through the Interest Payment Date in
March 2011 and thereafter at a variable rate equal to LIBOR plus [3.60]% per
annum, compounded quarterly, from the dates on which amounts would have
otherwise been due and payable until paid or made available for payment. At the
end of any such Extension Period, the Company shall pay all interest then
accrued and unpaid on this Security, together with such Additional Interest.
Prior to the termination of any such Extension Period, the Company may further
defer the payment of interest; provided, that (i) all such previous and further
extensions comprising such Extension Period do not exceed twenty (20) quarterly
interest payment periods, (ii) no Extension Period shall end on a date other
than an Interest Payment Date and (iii) no Extension Period shall extend beyond
the Stated Maturity of the principal of this Security. Upon the termination of
any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due on any Interest Payment Dates the
Company may elect to begin a new Extension Period; provided, that (i) such
Extension Period does not exceed twenty (20) quarterly interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security. The Company shall give the Holder of this Security
and the Trustee written notice of its election to begin any such Extension
Period at least one Business Day prior to the next succeeding Interest Payment
Date on which interest on this Security would be payable but for such deferral
or, so long as this Security is held by the Trust, at least one Business Day
prior to the earlier of (i) the next succeeding date on which Distributions on
the Preferred Securities of NP Capital Trust I would be payable but for such
deferral and (ii) the date on, which the Property Trustee of such Trust is
required to give notice to any securities exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date for the payment of such Distributions.

     During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that
rank pari passu in all respects with or junior in interest to
<PAGE>

this Security (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with (1) any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants. (2) a dividend
reinvestment or stockholder stock purchase plan and (3) the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock).

     Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security shall be made at the Place of Payment upon surrender of such Securities
to the Paying Agent, and payments of interest shall be made, subject to such
surrender where applicable, by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Paying Agent at least ten (10) Business Days prior to the date for payment
by the Person entitled thereto unless proper written transfer instructions have
not been received by the relevant record date, in which case such payments shall
be made by check mailed to the address of such Person as such address shall
appear in the Security Register. Notwithstanding the foregoing, so long as the
Holder of this Security is the Property Trustee, the payment of the principal of
(and premium, if any) and interest (including any overdue installment of
interest and Additional Tax Sums, if any) on this Security will be made at such
place and to such account as may be designated by the Property Trustee.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

<PAGE>

     IN WITNESS WHEREOF, the Company has duly executed this certificate on this
______ day of _______________, 2006.

                                        NORTH POINTE HOLDINGS CORPORATION,


                                        By:
                                            ------------------------------------
                                        Name: James G. Petcoff
                                        Title: Chairman, President & Chief
                                        Executive Officer
<PAGE>

     This represents Securities referred to in the within mentioned Indenture.

Dated:                 2006
       ---------------,
                                        LASALLE BANK NATIONAL ASSOCIATION, as
                                        Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

<PAGE>

                               REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of February [____], 2006 (the "Indenture"), between the Company and LaSalle
Bank National Association, as Trustee (in such capacity, the "Trustee" which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the holders of Senior Debt, the Holders of the
Securities and the holders of the Preferred Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

     All terms used in this Security that are defined in the Indenture or in the
Amended and Restated Trust Agreement, dated as of February [_____], 2006 (as
modified, amended or supplemented from time to time, the "Trust Agreement"),
relating to the NP Capital Trust I (the "Trust") among the Company, as
Depositor, the Trustees named therein and the Holders from time to time of the
Trust Securities issued pursuant thereto, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

     The Company may, on any Interest Payment Date, at its option and in
accordance with the Indenture, on or after March 15, 2011 and subject to the
terms and conditions of Article XI of the Indenture, redeem this Security in
whole at any time or in part from time to time at a Redemption Price equal to
one hundred percent (100%) of the principal amount hereof, together, in the case
of any such redemption, with accrued interest, including any Additional
Interest, through but excluding the date fixed as the Redemption Date; provided,
that the Company shall have received the prior approval of any Applicable
Insurance Regulatory Authority then required.

     In addition, upon the occurrence and during the continuation of a Special
Event, the Company may, at its option and in accordance with the Indenture,
redeem this Security, in whole but not in part, subject to the terms and
conditions of Article XI of the Indenture at a Redemption Price equal to one
hundred seven and one half percent (107.5%) of the principal amount hereof,
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, through but excluding the date fixed as the Redemption
Date; provided, that the Company shall have received the prior approval of any
Applicable Insurance Regulatory Authority then required.

     In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. If less than all the Securities are
to be redeemed, the particular Securities to be redeemed shall be selected not
more than sixty (60) days prior to the Redemption Date by the Trustee from the
Outstanding Securities not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security.
<PAGE>

North Pointe Holdings Corporation
February 21, 2006
Page 16


     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the, purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities, on
behalf of the Holders of all Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium, if any, and
interest, including any Additional Interest (to the extent legally enforceable),
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar and duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Securities, of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

     The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth. Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

<PAGE>

North Pointe Holdings Corporation
February 21, 2006
Page 17


     The Company and, by its acceptance of this Security or a beneficial
interest herein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that, for United States federal, state and
local tax purposes, it is intended that this Security constitute indebtedness.

     THIS SECURITY SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).