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[PRINCIPAL LOGO]                                         PRINCIPAL TRUST COMPANY

     PLAN NAME: THE EXECUTIVE NONQUALIFIED EXCESS PLAN OF MEADOWBROOK, INC.
                                 TRUST AGREEMENT

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                               TABLE OF CONTENTS

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Section 1.  Trust Fund......................................       2
    1.1 Definitions and Construction........................       2
    1.2 Trust Fund..........................................       3
    1.3 Non-diversion of Funds..............................       3
Section 2.  Investment and Administration...................       3
    2.1 Collection of Contributions.........................       3
    2.2 General.............................................       3
    2.3 Appointment of Investment Manager...................       3
    2.4 Investment Decisions................................       4
    2.5 Investment in Short-Term Obligation.................       5
    2.6 Trustee's Administrative Authority..................       5
    2.7 Substitution of Assets..............................       7
Section 3.  Trustee and Committee...........................       8
    3.1 Committee...........................................       8
    3.2 Trustee's Reliance..................................       8
    3.3 Legal Counsel.......................................       8
    3.4 Liability Under the Plan............................       8
Section 4.  Distributions from the Trust Fund...............       8
    4.1 General.............................................       8
    4.2 Direction by the Committee..........................       8
    4.3 Method of Payment...................................       9
    4.4 Special Distributions...............................       9
    4.5 Payments to Employer................................       9
Section 5.  Trustee's and Committee's Responsibilities......       9
    5.1 General Standard of Care............................       9
    5.2 No Liability for Acts of Others.....................      10
Section 6.  Trustee's Accounts..............................      10
    6.1 Accounts............................................      10
    6.2 Valuation of Trust Fund.............................      10
    6.3 Reports to the Committee............................      10
    6.4 Right of Judicial Settlement........................      11
    6.5 Enforcement of Agreement............................      11
Section 7.  Taxes; Compensation of Trustee..................      11
    7.1 Taxes...............................................      11
    7.2 Compensation of Trustee; Expenses...................      11
Section 8.  Resignation and Removal of Trustee..............      11
    8.1 Resignation or Removal of Trustee...................      11
    8.2 Appointment of Successor............................      12
    8.3 Succession..........................................      12
    8.4 Successor Bound by Agreement........................      12
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Section 9.  Trustee Responsibility Regarding Payments to
 Trust Beneficiaries When Employer Is Insolvent.............      12
    9.1 Direction...........................................      12
    9.2 Insolvency..........................................      13
    9.3 Resumption of Payments..............................      13
Section 10. Amendment and Irrevocability....................      13
Section 11. Miscellaneous...................................      13
    11.1  Binding Effect; Assignability.....................      13
    11.2  Governing Law.....................................      14
    11.3  Notices...........................................      14
    11.4  Severability......................................      14
    11.5  Waiver............................................      14
    11.6  Non-Alienation....................................      14
    11.7  Headings..........................................      14
    11.8  Construction of Language..........................      15
    11.9  Counterparts......................................      15
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     PLAN NAME: THE EXECUTIVE NONQUALIFIED EXCESS PLAN OF MEADOWBROOK, INC.
                                 TRUST AGREEMENT

            THIS TRUST AGREEMENT, made as of the 30th day of March, 2006, by and
between Meadowbrook, Inc. ("Employer") and Delaware Charter Guarantee & Trust
Company, conducting business as Principal Trust Company ("Trustee").

                             W I T N E S S E T H :

            WHEREAS, the Employer has adopted the Executive Nonqualified Excess
Plan of Meadowbrook, Inc. (the "Plan") to provide benefits for certain
participants of the Employer and its designated affiliates; and

            WHEREAS, the Employer wishes to establish a Trust Fund (as
hereinafter defined) to aid it in accumulating the amounts necessary to satisfy
its contractual liability to pay benefits under the terms of the Plan; and

            WHEREAS, the Employer presently intends to make contributions to
this Trust Fund from time to time to be applied in payment of the Employer's
obligations under the Plan; and

            WHEREAS, the Employer is obligated to pay all benefits from its
general assets to the extent not paid by this Trust Fund, and the establishment
of this Trust Fund shall not reduce or otherwise affect the Employer's
continuing liability to pay benefits from such assets, except that the
Employer's liability shall be offset by actual benefit payments made from this
Trust Fund;

            WHEREAS, the trust established by this Agreement is intended to be a
"grantor trust" with the result that the corpus and income of the trust be
treated as assets and income of the Employer pursuant to Sections 671 through
679 of the Internal Revenue Code of 1986, as amended (the "Code"); and

            WHEREAS, the Employer intends that the Trust Fund shall at all times
be subject to the claims of its creditors as herein provided and that the Plan
not be deemed funded within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), solely by virtue of the existence of
this Trust;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Employer and the Trustee hereby agree as
follows:

Section 1. Trust Fund:

1.1   Definitions and Construction. Unless the context of this Agreement clearly
      indicates otherwise, the terms defined in the Plan shall, when used
      herein, have the same meaning as in the Plan. The headings in this
      Agreement are used for the convenience of reference only and are to be
      ignored in any constructions of the provisions hereof.

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1.2   Trust Fund. The Employer hereby establishes with the Trustee a trust,
      pursuant to the Plan, in which may be deposited such sums of money as
      shall from time to time be paid or delivered to or deposited with the
      Trustee by or with the approval of the Employer in accordance with terms
      of the Plan. Neither the Trustee nor any Plan participant or beneficiary
      shall have the right to compel such deposits. All such deposits, all
      investments and reinvestments thereof and all earnings, appreciation and
      additions allocable thereto, less losses, depreciation and expenses
      allocable thereto and any payments made therefrom as authorized under the
      Plan or this Agreement shall constitute the "Trust Fund." The Trust Fund
      shall be held, managed and administered by the Trustee, IN TRUST, and
      dealt with in accordance with the provisions of this Agreement and in
      accordance with any funding policy or guidelines established under the
      Plan that are communicated in writing to the Trustee.

1.3   Non-diversion of Funds. Notwithstanding anything to the contrary contained
      in this Agreement or any amendment thereto, no part of the Trust Fund
      other than such expenses, fees, indemnities and taxes properly charged to
      the Trust Fund under the Plan or this Agreement shall be used for or
      diverted to purposes other than for the exclusive benefit of Plan
      participants and their beneficiaries; provided, however, that the Trust
      Fund shall at all times be subject to the claims of the general creditors
      of the Employer. Any rights created under the Plan and this Agreement
      shall be mere unsecured contractual rights of Plan participants and their
      beneficiaries against the Employer.

Section 2. Investment and Administration:

2.1   Collection of Contributions. The Trustee shall have no authority over and
      shall have no responsibility for the administration of the Plan. The
      Trustee shall be under no duty to enforce the payment of any contribution
      to the Trust Fund and shall not be responsible for the adequacy of the
      Trust Fund to satisfy any obligations for benefits expenses and
      liabilities under the Plan. In addition to making contributions, the
      Employer, through the Committee, shall furnish the Trustee with such
      information and data relative to the Plan as is necessary for the proper
      administration of the Trust Fund.

2.2   General. The Trust Fund shall be held by the Trustee and shall be invested
      and reinvested as hereinafter provided in this Section 2, without
      distinction between principal and income and without regard to the
      restrictions of the laws of any jurisdiction relating to the investment of
      trust funds.

2.3   Appointment of Investment Manager.

      (a)   The Committee may, in its discretion, appoint an investment manager
            ("Investment Manager") to direct the investment and reinvestment of
            all or any portion of the Trust Fund. Any such Investment Manager
            shall either (i) be registered as an investment adviser under the
            Investment Advisers Act of 1940, as amended ("Investment Advisers
            Act"); (ii) be a bank, as defined in the Investment Advisers Act; or
            (iii) be an insurance company qualified to perform investment
            services under the laws of more than one state.

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      (b)   The Committee shall give written notice to the Trustee of the
            appointment of an Investment Manager pursuant to Section 2.3(a).
            Such notice shall include: (i) a specification of the portion of the
            Trust Fund to which the appointment applies; (ii) a certification by
            the Committee that the Investment Manager satisfies the requirements
            of Section 2.3(a)(i), (ii) or (iii); (iii) a copy of the instruments
            appointing the Investment Manager and evidencing the Investment
            Manager's acceptance of the appointment; (iv) directions as to the
            manner in which the Investment Manager is authorized to give
            instructions to the Trustee, including the persons authorized to
            give instructions and the number of signatures required for any
            written instruction; (v) an acknowledgment by the Investment Manager
            that it is a fiduciary of the Plan; and (vi) if applicable, a
            certificate evidencing the Investment Manager's current registration
            under the Investment Advisers Act. For purposes of this Agreement,
            the appointment of an Investment Manager pursuant to this Section
            2.3 shall become effective as of the effective date specified in
            such notice, or, if later, as of the date on which the Trustee
            receives proper notice of such appointment.

      (c)   The Committee shall give written notice to the Trustee of the
            resignation or removal of an Investment Manager previously appointed
            pursuant to this Section 2.3. From and after the date on which the
            Trustee receives such notice, or, if later, the effective date of
            the resignation or removal specified in such notice, the Committee
            shall be responsible, in accordance with Section 2.4, for the
            investment and reinvestment of the portion of the Trust Fund
            theretofore managed by such Investment Manager, until such time as a
            successor Investment Manager has been duly appointed pursuant to
            this Section 2.3.

2.4   Investment Decisions.

      (a)   The Trustee shall invest and reinvest the Trust Fund in accordance
            with the directions of the Committee, or, to the extent provided in
            Section 2.3, in accordance with the directions of an Investment
            Manager. The Trustee shall be under no duty or obligation to review
            any investment to be acquired, held or disposed of pursuant to such
            directions nor to make any recommendation with respect to the
            disposition or continued retention of any such investment. The
            Trustee shall have no liability or responsibility for its action or
            inaction pursuant to the direction of, or its failure to act in the
            absence of directions from, the Committee or an Investment Manager,
            except to the extent provided in Section 5.2. The Employer hereby
            agrees to indemnify the Trustee and hold it harmless from and defend
            it against any claim or liability which may be asserted against the
            Trustee by reason of any action or inaction by it pursuant to a
            direction by the Committee or by an Investment Manager or failing to
            act in the absence of any such direction.

      (b)   The Committee or an Investment Manager appointed pursuant to Section
            2.3 may, at any time and from time to time, issue orders for the
            purchase or sale of securities directly to a broker; and in order to
            facilitate such transaction, the Trustee upon request shall execute
            and deliver appropriate trading authorizations. Written notification
            of the issuance of each such order shall be given promptly to the
            Trustee by the Committee or the Investment Manager,

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            and the execution of each such order shall be confirmed by written
            advice to the Trustee by the broker. Such notification shall be
            authority for the Trustee to pay for securities purchased against
            receipt thereof and to deliver securities sold against payment
            therefor, as the case may be.

      (c)   To the extent that neither the Committee nor an Investment Manager
            furnishes directions as to the investment of the Trust Fund, the
            Trustee shall invest and reinvest the Trust Fund in any savings
            account, time or other interest-bearing deposit in or other
            interest-bearing obligation of any one or more savings banks,
            savings and loan associations, banks or other financial
            institutions.

2.5   Investment in Short-Term Obligation. Notwithstanding any provisions of
      this Section 2 to the contrary, the Trustee or its designee, upon the
      direction of the Committee, may retain uninvested cash or cash balances,
      in whatever portion of the Trust Fund that it may deem advisable, without
      being required to pay interest thereon. Pending investment, the Trustee,
      in its sole discretion, may temporarily invest any funds held or received
      by it for investment in an investment fund established to invest funds
      held thereunder in commercial paper or in obligations of, or guaranteed
      by, the United States government or any of its agencies.

2.6   Trustee's Administrative Authority.

      (a)   In addition to and not by way of limitation of any other powers
            conferred upon the Trustee by law or by other provisions of this
            Agreement, but subject to the provisions of Section 1.3 and this
            Section 2, the Trustee or its designee is authorized and empowered:

            (i)   to invest and reinvest part or all of the Trust Fund in
                  accordance with funding policies which may be established by
                  the Committee from time to time in such assets as the Trustee
                  deems appropriate (including common and preferred stocks of
                  the Employer), bonds, debentures, mutual fund shares, notes,
                  commercial paper, treasury bills, options, partnership
                  interests, venture capital investments, any common,
                  commingled, collective trust funds or pooled investment funds
                  (including such funds for which the Trustee serves as
                  investment manager), contracts and policies issued by an
                  insurance company, any interest bearing deposits held by any
                  bank or similar financial institution, and any other real or
                  personal property;

            (ii)  in accordance with directions from the Committee, to apply
                  for, pay premiums on and maintain in force on the lives of
                  Plan participants, individual ordinary or individual or group
                  term or universal life insurance policies, variable universal
                  life insurance policies, survivorship life insurance policies
                  or annuity policies ("policies") and to have with respect to
                  such policies all of the rights, powers, options, privileges
                  and benefits usually comprised in the term "incidents of
                  ownership" and normally vested in an owner of such policies;

            (iii) to sell, exchange, convey, transfer or dispose of and also to
                  grant options with respect to any property, whether real or
                  personal, at any time held by it, and any

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                  sale may be made by private contract or by public auction, and
                  for cash or upon credit, or partly for cash and partly upon
                  credit, and no person dealing with the Trustee shall be bound
                  to see the application of the purchase money or to inquire
                  into the validity, expediency or propriety of any such sale or
                  other disposition;

            (iv)  to retain, manage, operate, repair and rehabilitate and to
                  mortgage or lease for any period any real estate held by it
                  and, in its discretion, cause to be formed any corporation or
                  trust to hold title to any such real property;

            (v)   to vote in person or by proxy on any stocks, bonds, or other
                  securities held by it, including any shares of mutual funds
                  held by it, to exercise any options appurtenant to any stocks,
                  bonds or other securities for the conversion thereof into
                  other stocks, bonds or securities, or to exercise any rights
                  to subscribe for additional stocks, bonds or other securities
                  and to make any and all necessary payment therefor and to
                  enter into any voting trust;

            (vi)  with respect to any investment, to join in, dissent from, or
                  oppose any action or inaction of any corporation, or of the
                  directors, officers or stockholders of any corporation,
                  including, without limitation, any reorganization,
                  recapitalization, consolidation, liquidation, sale or merger;

            (vii) to settle, adjust, compromise, or submit to arbitration any
                  claims, debts or damages due or owing to or from the Trust
                  Fund; and

            (viii) to deposit any property with any protective, reorganization
                  or similar committee, to delegate power thereto and to pay and
                  agree to pay part of its expenses and compensation and any
                  assessments levied with respect to any property so deposited;
                  and

            (ix)  to delegate administrative duties to a designee.

            In exercising such powers with respect to any portion of the Trust
            Fund that is invested pursuant to directions of the Committee or of
            an Investment Manager, the Trustee shall act in accordance with
            directions provided by the Committee or Investment Manager. The
            Trustee shall be under no duty or obligation to review any action to
            be taken, nor to recommend any action, pursuant to this Section
            2.6(a) with respect to any portion of the Trust Fund that is under
            the direction of the Committee or an Investment Manager. The Trustee
            shall have no liability or responsibility for its action or inaction
            pursuant to the direction of, or its failure to act in the absence
            of directions from, the Committee or an Investment Manager, except
            to the extent provided in Section 5.2. The Employer hereby agrees to
            indemnify the Trustee and hold it harmless from and defend it
            against any claim or liability which may be asserted against the
            Trustee by reason of any action or inaction by it pursuant to a
            direction given by the Committee or by an Investment Manager or
            failing to act in the absence of any such direction.

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      (b)   In addition to and not by way of limitation of any other powers
            conferred upon the Trustee by law or other provisions of this
            Agreement, but subject to Section 1.3 and this Section 2, the
            Trustee is authorized and empowered, in its discretion:

            (i)   to commence or defend suits or legal proceedings, and to
                  represent the Trust Fund in all suits or legal proceedings in
                  any court or before any other body or tribunal;

            (ii)  to register securities in its name or in the name of any
                  nominee or nominees with or without indication of the capacity
                  in which the securities shall be held, or to hold securities
                  in bearer form;

            (iii) to borrow or raise monies for the purposes of the Trust from
                  any lender, except the Trustee, in its individual capacity,
                  and for any sum so borrowed to issue its promissory note as
                  Trustee and to secure the repayment thereof by pledging all or
                  any part of the Trust Fund, and no person lending money to the
                  Trustee shall be bound to see the application of the money
                  loaned or to inquire into the validity, expediency of
                  propriety of any such borrowing;

            (iv)  to make distributions in cash upon the direction of the
                  Committee;

            (v)   to withhold the appropriate amount of taxes from a
                  participant's distribution as directed by the Committee;

            (vi)  to employ such agents, brokers, counsel and accountants as the
                  Trustee shall deem advisable and to be reimbursed by the
                  Employer for their reasonable expenses and compensation;

            (vii) to make, execute, acknowledge, and deliver any and all deeds,
                  leases, assignments and instruments; and

            (viii) generally to do all acts which the Trustee may deem necessary
                  or desirable for the administration and protection of the
                  Trust Fund.

            Notwithstanding any powers granted to the Trustee pursuant to this
            Agreement or by applicable law, the Trustee shall not have any power
            that could give the Trust the objective of carrying on a business
            and dividing the gains therefrom, within the meaning of Section
            301.7701-2 of the Treasury Regulations promulgated pursuant to the
            Code.

2.7   Substitution of Assets. The Employer shall have the right at any time, in
      its sole discretion, to substitute assets of equal fair market value for
      any asset held by the Trust. This right is exercisable by the Employer in
      a nonfiduciary capacity without the approval or consent of any person in a
      fiduciary capacity.

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Section 3. Trustee and Committee:

3.1   Committee. The Employer shall certify to the Trustee the names and
      specimen signatures of the members of the Committee appointed by the
      Employer to administer the Plan and give directions to the Trustee. Such
      certification shall include directions as to the number of signatures
      required for any communication or direction to the Trustee. The Employer
      shall promptly give notice to the Trustee of changes in the membership of
      the Committee. The Committee may also certify to the Trustee the name of
      any person, together with a specimen signature of any such person who is
      not a member of the Committee, authorized to act for the Committee in
      relation to the Trustee. The Committee shall promptly give notice to the
      Trustee of any change in any person authorized to act on behalf of the
      Committee. For all purposes under this Agreement, until any such notice is
      received by the Trustee, the Trustee shall be fully protected in assuming
      that the membership of the committee and the authority of any person
      certified to act in its behalf remain unchanged.

3.2   Trustee's Reliance. The Trustee may rely and act upon any certificate,
      notice or direction of the Committee, or of a person authorized to act on
      its behalf, or of the Employer or of an Investment Manager which the
      Trustee believes to be genuine and to have been signed by the person or
      persons duly authorized to sign such certificate, notice, or direction.

3.3   Legal Counsel. The Trustee may consult with legal counsel (who may be
      counsel to the Employer) and may charge the expense to the Employer
      concerning any questions which may arise under this Agreement, and the
      opinions of such counsel shall be full and complete protection with
      respect to any action taken, or omitted, by the Trustee hereunder in good
      faith in accordance with the opinion of such counsel.

3.4   Liability Under the Plan. The duties and obligations of the Trustee shall
      be limited to those expressly set forth in this Agreement, notwithstanding
      any reference herein to the Plan. Notwithstanding any other provision of
      this Trust Agreement, the Trustee and its officers, directors and agents
      hereunder shall be indemnified and held harmless by the Employer and the
      Fund to the fullest extent permitted by law against any and all costs,
      damages, expenses and liabilities including, but not limited to,
      attorneys' fees and disbursements reasonably incurred by or imposed upon
      it in connection with any claim made against it or in which it may be
      involved by reason of it being, or having been, a Trustee hereunder, to
      the extent such amounts are not satisfied by fiduciary liability insurance
      that may or may not be maintained by the Employer.

Section 4. Distributions from the Trust Fund:

4.1   General. The Trustee or its designee shall make payments from the Trust
      Fund in such amounts, at such times, and to such persons as the Committee
      may, from time to time, direct.

4.2   Direction by the Committee.

      (a) A direction by the Committee to make a distribution from the Trust
      Fund shall:

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            (i)   be made in writing;

            (ii)  specify the amount of the payment to be distributed, the date
                  such payment is to be made, the person to whom payment is to
                  be made, and the address to which the payment is to be sent;
                  and

            (iii) be deemed to certify to the Trustee that such direction and
                  any payment pursuant thereto are authorized under the terms of
                  the Plan.

      (b)   The Trustee shall be entitled to rely conclusively on the
            Committee's certification of its authority to direct a payment
            without independent investigation. The Trustee shall have no
            liability to any person with respect to payments made in accordance
            with the provisions of this Section 4.

4.3   Method of Payment. Payments of money by the Trustee may be made by its
      check payable to the order of the payee designated by the Committee and
      mailed to the payee in care of the Employer. The Trustee shall provide for
      the reporting and withholding of any federal, state or local taxes that
      may be required to be withheld with respect to the payment of benefits
      pursuant to the terms of the Plan and shall pay amounts withheld to the
      appropriate taxing authorities or determine that such amounts have been
      reported, withheld and paid by the Employer.

4.4   Special Distributions. Notwithstanding any other provision of this Trust
      Agreement to the contrary, if at any time (i) the Trust is finally
      determined by the Internal Revenue Service (the "IRS") not to be a
      "grantor trust," with the result that the income of the Trust Fund is not
      treated as income of the Employer pursuant to Sections 671 through 679 of
      the Code, (ii) a federal tax is finally determined by the IRS to be
      payable by the Trust beneficiaries, or (iii) the Trustee receives an
      opinion of counsel satisfactory to it to the effect that it is likely that
      the IRS will determine that a tax will be payable by the Trust
      beneficiaries as described in (ii) and it is likely that such
      determination will be upheld, then the Trust shall immediately terminate
      and the assets paid as soon as practicable by the Trustee to the Trust
      beneficiary as directed by the Committee.

4.5   Payments to Employer. Except as expressly provided in the Plan, the
      Employer shall have no right or power to direct the Trustee to return to
      the Employer any of the Trust Fund before all payments of benefits have
      been made pursuant to the Plan. However upon written request from the
      Employer, if the Trustee determines that the value of the assets of the
      Trust Fund are in excess of 100% of the amount required to pay the
      benefits provided under the terms of the Plan, then such excess assets,
      including both principal and income, shall be returned to the Employer.

Section 5. Trustee's and Committee's Responsibilities:

5.1   General Standard of Care. The Trustee, the members of the Committee and
      any Investment Manager shall at all times discharge their duties with
      respect to the Trust Fund solely in the interest of the Plan participants
      and their beneficiaries and with the care, skill, prudence, and diligence
      that, under the circumstances prevailing, a prudent

                                      -9-

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      man acting in a like capacity and familiar with such matters would use in
      the conduct of an enterprise of a like character and with like aims.

5.2   No Liability for Acts of Others. No "fiduciary" (as such term is defined
      in Section 3(21) of ERISA) under this Agreement shall be liable for an act
      or omission of another person in carrying out any fiduciary responsibility
      where such fiduciary responsibility is allocated to such other person by
      this Agreement or pursuant to a procedure established in this Agreement.

Section 6. Trustee's Accounts:

6.1   Accounts. The Trustee shall keep accurate and detailed accounts of all
      investments, reinvestments, receipts and disbursements, and other
      transactions hereunder, and all such accounts and the books and records
      relating thereto shall be open to inspection at all reasonable times by
      the Employer or the Committee or persons designated by them.

6.2   Valuation of Trust Fund. The Trustee or its designee shall value or cause
      to be valued the Trust Fund as of the last business day of each calendar
      quarter ("Valuation Date"), and shall report to the Committee the value of
      the Trust Fund as of such date, within a reasonable time after the first
      day of the month next succeeding each Valuation Date.

6.3   Reports to the Committee.

      (a)   Within sixty (60) days following the last day of each fiscal year of
            the Trust, and within sixty (60) days following the effective date
            of the resignation or removal of the Trustee as provided in Section
            8.1, the Trustee shall render to the Committee a written account
            setting forth all investments, receipts, disbursements and other
            transactions affecting the Trust Fund or any investment fund, which
            account shall be signed by the Trustee and mailed to the Committee.

      (b)   The Committee shall notify the Trustee in writing of any objection
            or exception to an account so rendered not later than ninety (90)
            days following the date on which the Account was mailed to the
            Committee, whereupon the Committee and the Trustee shall cooperate
            in resolving such objection or exception.

      (c)   If the Committee has not communicated in writing to the Trustee
            within ninety (90) days following the mailing of the account to the
            Committee any exception or objection to the account, the account
            shall become an account stated at the end of such ninety (90) day
            period. If the Committee does communicate such an exception or
            objection, as to which it later becomes satisfied, the Committee
            shall thereupon indicate in writing its approval of the account, or
            of the account as amended, and the account shall thereupon become an
            account stated.

      (d)   Whenever an account shall have become an account stated as
            aforesaid, such account shall be deemed to be finally settled and
            shall be conclusive upon the Trustee, the Employer and all persons
            having or claiming to have any interest

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            in the Trust Fund or under the Plan, and the Trustee shall be fully
            and completely discharged and released to the same extent as if the
            account had been settled and allowed by a judgment or decree of a
            court of competent jurisdiction in an action or proceeding in which
            the Trustee, the Employer, and all persons having or claiming to
            have any interest in the Trust Fund or under the Plan were parties.

6.4   Right of Judicial Settlement. Notwithstanding the provisions of Section
      6.3, the Trustee, the Committee, and the Employer, or any of them, shall
      have the right to apply at any time to a court of competent jurisdiction
      for the judicial settlement of the Trustee's account. In any such case, it
      shall be necessary to join as parties thereto only the Trustee, the
      Committee and the Employer; and any judgment or decree which may be
      entered therein shall be conclusive upon all persons having or claiming to
      have any interest in the Trust Fund or under the Plan.

6.5   Enforcement of Agreement. To protect the Trust Fund from expenses which
      might otherwise be incurred, the Employer and the Committee shall have
      authority, either jointly or severally, to enforce this Agreement on
      behalf of all persons claiming any interest in the Trust Fund or under the
      Plan, and no other person may institute or maintain any action or
      proceeding against the Trustee or the Trust Fund in the absence of written
      authority from the Committee or a judgment of a court of competent
      jurisdiction that in refusing authority the Committee acted fraudulently
      or in bad faith.

Section 7. Taxes; Compensation of Trustee:

7.1   Taxes. Any taxes that may be imposed upon the Trust Fund or the income
      therefrom shall be deducted from and charged against the Trust Fund.

7.2   Compensation of Trustee; Expenses. The Trustee shall receive for its
      services hereunder such compensation as may be agreed upon in writing from
      time to time by the Employer and the Trustee and shall be reimbursed for
      its reasonable expenses, including counsel fees, incurred in the
      performance of its duties hereunder. The Trustee shall deduct from and
      charge against the Trust Fund such compensation and all such expenses
      unless previously paid by the Employer. Principal Life Insurance Company
      has entered into an agreement with trustee to provide certain trust
      services on behalf of the trustee. Principal Life Insurance Company will
      be compensated by the trustee from the fees paid to the trustee for those
      services.

Section 8. Resignation and Removal of Trustee:

8.1   Resignation or Removal of Trustee. The Trustee may resign as trustee
      hereunder at any time by giving sixty (60) days prior written notice to
      the Employer. Notwithstanding the preceding, the Trustee may resign
      immediately upon the occurrence of an unusual event which in the sole
      discretion of the Trustee affects the viability of the Employer and in
      such event the Employer shall promptly appoint a qualified successor
      trustee. The Employer may remove the Trustee as trustee hereunder at any
      time by giving the Trustee prior written notice of such removal, which
      shall include notice of the appointment of a successor trustee. Such
      removal shall take effect not earlier than sixty (60) days

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<PAGE>

      following receipt of such notice by the Trustee unless otherwise agreed
      upon by the Trustee and the Employer.

8.2   Appointment of Successor. In the event of the resignation or removal of
      the Trustee, a successor trustee shall be appointed by the Employer.
      Except as is otherwise provided in Section 8.1, such appointment shall
      take effect upon delivery to the Trustee of an instrument so appointing
      the successor and an instrument of acceptance executed by such successor,
      both of which instruments shall be duly acknowledged before a notary
      public. If within sixty (60) days after notice of resignation shall have
      been given by the Trustee a successor shall not have been appointed as
      aforesaid, the Trustee may apply to any court of competent jurisdiction
      for the appointment of such successor.

8.3   Succession.

      (a)   Upon the appointment of a successor hereunder, the Trustee shall
            transfer and deliver the Trust Fund to such successor; provided,
            however, that the Trustee may reserve such sum of money as it shall
            in its sole and absolute discretion deem advisable for payment of
            its fees and all expenses including counsel fees in connection with
            the settlement of its account, and any balance of such reserve
            remaining after the payment of such charges shall be paid over to
            the successor trustee. If such reserve shall be insufficient to pay
            such charges, the Trustee shall be entitled to recover the amount of
            any deficiency from the Employer, from the successor trustee, or
            from both.

      (b)   Upon the completion of the succession and the rendering of its final
            accounts, the Trustee shall have no further responsibilities
            whatsoever under this Agreement.

8.4   Successor Bound by Agreement. All the provisions of this Agreement shall
      apply to any successor trustee with the same force and effect as if such
      successor had been originally named herein as the trustee hereunder.

Section 9. Trustee Responsibility Regarding Payments to Trust Beneficiaries When
Employer Is Insolvent:

9.1   Direction. The Board of Directors and the chief executive officer of the
      Employer shall have the duty to inform the Trustee in writing if the
      Employer becomes Insolvent, as hereinafter defined. If the Trustee
      receives any written certification signed under penalties of perjury by
      any person other than the Board of Directors or the chief executive
      officer of the Employer that the Employer has become Insolvent, the
      Employer shall be deemed to be Insolvent for purposes of this Section 9.
      When the Trustee has been so informed by the Board of Directors or the
      chief executive officer of the Employer, or has received such
      certification from another person, the Trustee shall immediately
      discontinue payments of benefits to Trust Beneficiaries and of net income
      to the Employer, and shall hold the assets of the Trust for the benefit of
      the Employer's general creditors. Nothing in this Agreement shall in any
      way diminish any rights of Plan participants or their beneficiaries to
      pursue their rights as general creditors of the Employer with respect to
      benefits due under the Plan. During the continuance of the

                                      -12-
<PAGE>

      Trust, the fees and expenses of the Trustee shall be paid from the Trust
      Fund if not paid by the Employer or any successor trustee (including a
      regulatory agency).

9.2   Insolvency. The Employer shall be considered Insolvent for purposes of
      this Section 9 if: (i) the Employer is unable to pay its debts as they
      become due; or (ii) the Employer is determined to be insolvent by any
      agency having regulatory authority over the Employer.

9.3   Resumption of Payments. The Trustee shall resume the payment of benefits
      to Plan participants or their beneficiaries only after the Trustee has
      determined that the Employer is not Insolvent (or is no longer Insolvent).
      If the Trustee discontinues the payment of benefits from the Trust
      pursuant to Section 9.1 hereof, and subsequently resumes such payments,
      the first payment following such discontinuance shall include the
      aggregate amount of all payments due to Plan participants or their
      beneficiaries under the terms of the Plan, less the aggregate amount of
      any payments made to Plan participants or their beneficiaries by the
      Employer in lieu of the payments provided for hereunder during any such
      period of discontinuance.

Section 10. Amendment and Irrevocability:

10.1  The Employer may, at any time and from time to time, by instrument in
      writing executed pursuant to authorization of its Board of Directors,
      amend in whole or in part any or all of the provisions of this Agreement;
      provided, however, that: (i) no amendment which affects the rights,
      duties, fees or responsibilities of the Trustee may be made without the
      Trustee's consent; and (ii) no amendment shall conflict with the terms of
      the Plan or alter the fact that the Trust is irrevocable pursuant to
      Section 10.2 hereof.

10.2  The Trust created hereunder is irrevocable and shall terminate only upon
      the complete distribution of the assets of the Trust to the participants
      or their beneficiaries. In the event that Trust assets remain after the
      payment of all benefits to the participants or their beneficiaries under
      the terms of the Plan, the Trust shall be terminated and any remaining
      assets shall be returned to the Employer.

10.3  Any such amendment shall become effective upon receipt by the Trustee of
      the instrument of amendment and endorsement thereon by the Trustee of its
      consent thereto, if such consent is required; provided, however, no such
      amendment shall be permitted if, in the opinion of counsel to the
      Employer, any such amendment would cause the Trust to cease to constitute
      a grantor trust as described in Section 4.4 of this Agreement. Following
      any such termination as provided in Section 10.2, the powers of the
      Trustee hereunder shall continue as long as any of the Trust Fund remains
      in its hands.

Section 11. Miscellaneous:

11.1  Binding Effect; Assignability. This Agreement shall be binding upon, and
      the powers granted to the Employer and the Trustee, respectively, shall be
      exercisable by the respective successors and assigns of the Employer and
      the Trustee. Any entity which shall, by merger, consolidation, purchase,
      or otherwise, succeed to substantially all the trust business of the
      Trustee shall, upon such succession and without any appointment or other
      action by the Employer, be and become successor trustee hereunder.

                                      -13-

<PAGE>

11.2  Governing Law. This Agreement and the trust created and the Trust Fund
      held hereunder shall be interpreted in accordance with the laws of the
      state of Delaware, except to the extent that such laws are preempted by
      the federal laws of the United States of America. All contributions to the
      Trust Fund shall be deemed to take place in the state of Delaware.

11.3  Notices. Any communication to the Trustee, including any notice,
      direction, designation, certification, order, instruction, or objection
      shall be in writing and signed by the person authorized under the Plan to
      give the communication. The Trustee shall be fully protected in acting in
      accordance with these written communications. Any notice required or
      permitted to be given to a party hereunder shall be deemed given if in
      writing and hand delivered or mailed, postage prepaid, certified mail,
      return receipt requested, to such party at the following address or at
      such other address as such party may by notice specify:

            If to the Employer:

                  Meadowbrook, Inc.
                  26255 American Drive
                  Southfield, MI 48034
                  Attention: Rick Wagner

            If to the Trustee:

                  Principal Trust Company
                  P.O. Box 8704
                  Wilmington, DE 19899
                  Attention: Trust Services

11.4  Severability. The invalidity or unenforceability of any provision of this
      Agreement shall not affect the validity of enforceability of the remaining
      provisions.

11.5  Waiver. Failure of any party to insist at any time or times upon strict
      compliance with any provision of this Agreement shall not be a waiver of
      such provision at such time or any later time unless in a writing
      designated as a waiver and signed by or on behalf of the party against
      whom enforcement of the waiver is sought.

11.6  Non-Alienation. No interest, right or claim in or to any part of the Trust
      Fund or any payment therefrom shall be assignable, transferable or subject
      to sale, mortgage, pledge, hypothecation, commutation, anticipation,
      garnishment, attachment, execution, or levy of any kind, and the Trustee
      and the Committee shall not recognize any attempt to assign, transfer,
      sell, mortgage, pledge, hypothecate, commute, or anticipate the same,
      except to the extent required by law.

11.7  Headings. The headings of sections are included solely for convenience of
      reference. If there is any conflict between such headings and the text of
      the Agreement, the text shall control.

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<PAGE>

11.8  Construction of Language. Whenever appropriate in this Agreement, words
      used in the singular may be read in the plural; words used in the plural
      may be read in the singular; and words importing the masculine gender
      shall be deemed equally to refer to the female gender or the neuter. Any
      reference to a section number shall refer to a section of this Agreement,
      unless otherwise indicated.

11.9  Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EMPLOYER        Meadowbrook, Inc.

By: ____________________________________
              Authorized Officer

Date:

Delaware Charter Guarantee & Trust Company, conducting business as Principal
Trust Company

By: ____________________________________
              Authorized Officer

Date: __________________________________

                                      -15-