<PAGE>   1
                                                                    EXHIBIT 10.2

                          MANAGEMENT SERVICES AGREEMENT

           This Management Services Agreement ("Agreement") is made this 1st day
of January, 1998, by and between MEADOWBROOK INSURANCE GROUP, INC., (hereinafter
referred to as "MIG") its wholly owned subsidiaries, STAR INSURANCE COMPANY
(hereinafter referred to as "Star"), a Michigan corporation with its principal
offices in Southfield, Michigan, SAVERS PROPERTY AND CASUALTY INSURANCE COMPANY
(hereinafter referred to as "Savers"), a Missouri corporation with its principal
offices in Overland Park, Kansas, AMERICAN INDEMNITY INSURANCE COMPANY, LTD.
(hereinafter referred to as "American Indemnity"), a Bermuda corporation, and
CREST FINANCIAL CORPORATION (hereinafter referred to as "Crest"), a Nevada
corporation with its principal offices in Cerritos, California (MIG, Star,
Savers, American Indemnity and Crest hereinafter collectively referred to as the
"Company"), and MEADOWBROOK, INC., a Michigan corporation, with its principal
office in Southfield, Michigan (hereinafter referred to as "Manager").

                                    RECITALS

A.       MIG owns several insurance-related subsidiary companies as part of the
         insurance holding company system pursuant to the insurance laws and
         regulations in the various jurisdictions where such subsidiaries are
         licensed;

B.       This Agreement shall be subject to and interpreted in accordance with
         the laws, rules and insurance regulations in the jurisdictions wherein
         the subsidiaries are licensed;

Therefore, in consideration of the mutual agreements described in this
Agreement, the Company and the Manager agree as follows:

                                    AGREEMENT

ARTICLE 1 - APPOINTMENT OF MANAGER

The Company and the Manager agree that the Manager will perform services for the
Company as described in this Agreement and in the manner provided in this
Agreement for all subsidiaries in the holding company system. All underwriting
claims and investment services provided to the Company by the Manager are to be
based upon the written criteria, standards and guidelines of the Company.
However, the Company shall have the ultimate and final authority over decisions
and policies, including but not limited to the acceptance, rejection or
canceling of risks, the payment or non-payment of claims and the purchase of
securities.

Notwithstanding any other provision of this Agreement, it is understood that the
business and affairs of the Company shall be managed by its Board of Directors,
and delegated by the Board to the appropriate officers. Also, to the extent
required under law, the Board of Directors shall present those issues to the
Company's Shareholders for vote. The Board of Directors and Officers of the
Manager shall not have any management prerogatives with respect to the business
affairs and operations of the Company.

ARTICLE 2 - DUTIES

2.01     MANAGEMENT SERVICES

         A.       ACCOUNTING SERVICES, FINANCIAL STATEMENTS AND TAX RETURNS

                  The Manager will perform services appropriate to the Company's
                  operations and provide all accounting services required for
                  purposes of accounting for the results of its

                                   Page 1 of 9
<PAGE>   2

                  business operations. The Manager will prepare all of the
                  Company's financial statements required for filing with
                  regulatory authorities, including statutory financial
                  statements as required under the applicable insurance code or
                  by an applicable insurance bureau. The Manager will perform
                  these services in a manner and at a time which complies with
                  the requirements of the insurance bureau, of taxing
                  authorities, and as otherwise reasonably required by the
                  Company. Accounting services shall include the maintenance of
                  proper premium accounts, including provision for unearned
                  premiums, loss provision and experience statistics as required
                  for management and for filing with any regulatory authority.
                  The Manager will prepare and provide the Company financial
                  statements on a quarterly and annual basis. Prior to their due
                  dates, the Manager will prepare and deliver to the Company all
                  tax returns to be filed with any taxing authority for the
                  Company.

         B.       ACCOUNTS RECEIVABLE

                  The Manager will collect all funds due the Company. Manager
                  shall use due diligence in the collection of accounts but
                  shall be responsible to the Company only for premiums which
                  are actually collected. The Manager shall regularly account to
                  the Company on monies received by the Manager on behalf of the
                  Company. Due diligence in the collection of accounts
                  receivable shall mean regular contact of persons owing money
                  to the Company with the demand for payment and maintenance of
                  records adequate to enforce any debts owed. Due diligence
                  shall not include any enforcement of the debts owed.

         C.       DEPOSITS OF MONIES RECEIVED

                  The Manager shall deposit daily into accounts of the Company
                  maintained for that purpose all monies received by the Manager
                  for the Company, except where Manager is the agent for the
                  risk, in which case funds must be deposited within 15 days of
                  receipt of report of settlement reports. All premiums
                  collected by the Manager shall be held in a fiduciary
                  capacity.

         D.       ACCOUNTS PAYABLE

                  The Manager will make payments of the accounts payable of the
                  Company which are incurred by the Company in the ordinary
                  course of business; and which represent expenses of the
                  Company in areas for which the Manager is responsible under
                  this Agreement.

                  For that purpose, the Manager may be designated as the
                  signatory on certain depository and checking accounts of the
                  Company. The Manager shall provide regular accounting to the
                  Company of the payments which the Manager has paid.

         E.       REPORTS AND RECORDS

                  At least annually, and more often as may reasonably be
                  requested by the Company, the Manager will provide information
                  on the Company's overall financial conditions, results of
                  business operations and future capital requirements. The
                  Manager will maintain the coverage documents or policies
                  offered through the Company and any amendments, and will be
                  responsible for developing and furnishing all necessary forms
                  for the coverage of policyholders of the Company. These forms
                  shall include applications, claims reports, premium collection
                  or invoice forms, loss control, coverage documents, rating
                  forms, and related reports or explanatory forms required for
                  operations of the Company. The printing

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<PAGE>   3

                  of such forms and policies shall be the responsibility of the
                  Company. All reports and records as described above will be
                  provided as mutually agreed with the Manager and the Company.

         F.       ADVICE AND OTHER SERVICES

                  The Manager will have no responsibility as to other matters
                  pertaining to the Company and its business operations. The
                  Manager will perform such other related services as may be
                  reasonably necessary for the proper conduct of the Company's
                  business operations and which are within the scope of this
                  Agreement.

         G.       UNDERWRITING

                  The Company shall retain the ultimate right and responsibility
                  to refuse any risk and/or cancel any policy. The Manager shall
                  perform such underwriting services as the Company shall from
                  time to time request. Underwriting services shall include the
                  review of applications for policies of insurance, making
                  decisions on coverage, follow up with applicants for
                  additional information, and working with reinsurers of the
                  Company as requested. Certain underwriting services to be
                  performed by the Manager may be delegated to a third-party
                  upon approval of such third parties and the terms of the
                  delegation by the Company. The Manager will comply with all
                  written guidelines set forth by the Company with respect to
                  underwriting, the acceptance or rejection of certain classes
                  of business, the scope of coverage and the provisions of the
                  coverage document or related to the issuance of policies.

         H.       REINSURANCE

                  The Manager shall seek to arrange for appropriate reinsurance,
                  including the preparation of all necessary documents with
                  respect to such reinsurance. The Manager shall act as the
                  liaison with the reinsurers with respect to both the
                  acceptance of applications, the payment and remittance of
                  premiums, the collection of reinsurance payments due and the
                  negotiation of the terms, conditions and premiums for the
                  reinsurance.

         I.       INVESTMENTS

                  The Company shall have custody of, responsibility for and
                  control all investments of the Company. The Manager will
                  comply with all written guidelines set forth by the Company
                  with respect to investments and the acceptance or rejection of
                  certain investments. However, the Company shall have the
                  ultimate and final authority over decisions regarding the
                  purchase and sale of securities.

         J.       EXPENSES ARISING IN MANAGEMENT SERVICES

                  The Manager shall pay all expenses which it incurs in the
                  performance of its duties for the Company under Section 2.01.
                  The Company shall pay all expenses which it incurs, including
                  the expenses of examinations and other governmental expenses,
                  the expenses of printing, premium auditing, financial
                  statements, claims auditing, boards, bureaus and taxes, legal
                  services, reinsurance premiums, and premiums for any other
                  insurances purchased by the Company or as is set forth
                  elsewhere in this Agreement. In addition, any third-party data
                  processing costs or fees shall be paid by the Company.




                                   Page 3 of 9
<PAGE>   4


2.02     CLAIMS

         A.       CLAIMS ADMINISTRATION

                  The Company shall have ultimate responsibility for claims
                  adjustments and payments. The Manager will receive all claims
                  and notice of claims from policyholders of the Company. The
                  Manager will review, process, investigate, adjust, settle or
                  resist all claims received in accordance with the Company's
                  direction, the terms of Company coverage documents, and any
                  written guidelines or decision of the Company regarding
                  coverage, handling or payment of claims. The Manager will
                  establish loss reserves for each claim as deemed necessary in
                  accordance with the Company's direction. The Manager will make
                  subrogation investigations and consult with the Company or its
                  representatives for the proper handling of subrogation
                  matters. The Manager will engage attorneys as necessary, to
                  represent policyholders in any suit covered by the Company's
                  policy.

         B.       CLAIMS EXPENSES

                  The Company will pay allocated loss expenses, which include
                  reasonable expense items, such as attorney's fees, incidental
                  legal fees, experts' fees, witnesses' travel expense,
                  extraordinary travel expense incurred by the Manager at the
                  request of the Company, court reporter's fees, transcript
                  fees, and the cost of obtaining public records and witness
                  fees. The Company will pay expenses associated with the
                  investigation, negotiation, settlement or defense of any claim
                  hereunder or as required for the collection of subrogation
                  payments from third parties on behalf of the Company. All
                  claims expenses other than allocated loss expenses shall be
                  considered unallocated loss expenses and shall be paid by the
                  Manager.

         C.       CLAIMS REPORTS

                  The Manager will establish claim files for each reported claim
                  which will be subject to review by the Company or its
                  representatives at any reasonable time without prior notice.
                  Reports for the Company will be furnished, in formats and
                  frequencies approved by the Company, to show claims fund
                  activity and payments, losses paid, pending and reserved, by
                  participant coverage, type, cause function, size, and so on.
                  The Manager will assist as needed with all litigation and
                  defense activities related to claims pursuant to the Company
                  program within guidelines established by the Company. These
                  activities shall include recommendation of attorneys on a case
                  or retainer basis for approval by the Company, preparation of
                  all claim documentation, retention of witnesses and
                  performance of other steps as necessary to properly defend
                  against claims against insureds of the Company.

2.03     LOSS PREVENTION

         The Manager will arrange for and coordinate loss prevention services as
         agreed with the Company, including furnishing assistance and
         professional consultation to participating insureds, in developing loss
         prevention systems, making inventories and surveys regarding exposures
         and risks covered under the Company program, analyzing claim causes and
         trends, including frequency and severity, developing and conducting
         training programs, and other

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<PAGE>   5

         information for loss prevention. The type of services which will be
         provided to individual insureds to help them to develop loss prevention
         systems will include review and analysis of past claims, management
         controls and development of recommendations to improve risk management.


2.04     ALLOCATION OF EXPENSES

         The allocation method for shared expenses shall be consistent with the
         provisions of Regulation 30 (11 NYCRR 105-109) or other appropriate and
         applicable provisions or regulations.

ARTICLE 3 - COMPENSATION

3.01     FEES

         In consideration of the services rendered by the Manager pursuant to
         this Agreement, Star and Savers will pay such fee as is agreed between
         the parties hereto and applicable to each of Star and Savers' programs
         on an individual basis in consideration of the costs and expenses
         associated with each, and as specified in the attached addenda; such
         fees shall be no greater than the Company would expend in providing
         such services for itself. On the other hand, Crest and American
         Indemnity shall reimburse Meadowbrook for the actual costs for those
         services provided by Meadowbrook.

3.02     TIME OF PAYMENT

         The amount agreed upon as described in paragraph 3.01 will be payable
         monthly in advance. At the end of each calendar quarter, the Manager
         and the Company may adjust the fee based upon the costs and expenses of
         each program. Crest shall be billed separately for services provided by
         Manager.

3.03     INCENTIVE BONUS

         The Manager shall be paid an amount equal to fifteen percent (15%) of
         the Company's annual net operating income before provision for federal,
         state and local income taxes. Income earned on the investment of the
         Company's accumulated retained earnings or on any other funds held by
         the Company which are not received by it as a result of an insurance or
         reinsurance transaction shall not be included in the determination of
         this amount. If Savers' bonus to the Manager, in addition to any
         ordinary dividends paid, exceeds the amount as noted in Section
         382.210(2) of the Missouri Insurance Statutes, Savers shall notify the
         Missouri Department of Insurance and request prior approval for payment
         of the bonus. The amount described herein will be payable annually in
         arrears as soon as the year-end audit figures are known. Crest shall
         not be responsible for any incentive bonus payments to Manager.

3.04     DEFAULT

         No incentive bonus will be paid to the Manager if the Manager is in
         default on any material provisions of this Agreement.

ARTICLE 4 - THIRD PARTIES

The Manager and the Company agree that the Manager may engage or employ or
terminate third-parties, including without limitation, agents to perform the
duties of the Manager under this Agreement; however, the Company shall have the
ultimate veto on appointment or cancellation of any agency and final approval of
all commission rates which shall be mutually agreed upon.


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ARTICLE 5 - TERM AND TERMINATION

5.01     ORIGINAL TERM

         The term of this Agreement will begin on the date of this Agreement and
         will continue through December 31, 2002 ("Original Term"). The term
         will automatically be extended for successive five (5) year periods
         thereafter, unless either party provides written notice ninety (90)
         days prior to the end of the original term or any extended term, as
         applicable, that it does not wish to extend the term.



5.02     EFFECT OF TERMINATION

         Upon written notice of termination, the Manager shall not continue to
         act as such for more than ninety (90) days following receipt of said
         notice.

ARTICLE 6 - OWNERSHIP OF RECORDS

The Manager will maintain all appropriate records, files, ledgers, and reports
so as to accurately reflect at all times the financial transactions of the
Company. All records of any kind relating to the Company shall be the property
of the Company and shall be in the Company's custody and control or will be
available for inspection.

ARTICLE 7 - GENERAL REQUIREMENTS OF THE MANAGER

7.01     MANAGER'S GENERAL DUTIES

         The Manager is responsible to perform the duties assumed under this
         Agreement in accordance with standard procedures for the performance of
         such duties which exist in the insurance industry.

7.02     DEALING WITH THIRD PARTIES

         The Manager is authorized and may act for, bind, make commitments, and
         represent the Company to any third-party, in the ordinary course of
         business and in fulfillment of its obligations under this Agreement.

ARTICLE 8 - MISCELLANEOUS

8.01     NOTICES

         All notice requirements and other communications indicated shall be
         deemed given when personally delivered or on the third succeeding
         business day after being mailed by registered or certified mail, return
         receipt requested, to the appropriate party at its address below or at
         such other address as shall be specified by notice given hereunder.




                           THE COMPANY:   MEADOWBROOK INSURANCE GROUP, INC.
                                          26600 Telegraph Road
                                          Southfield, MI  48034-2438

                                          STAR INSURANCE COMPANY
                                          26600 Telegraph Road
                                          Southfield, MI  48034-2438


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<PAGE>   7

                                          SAVERS PROPERTY AND
                                          CASUALTY INSURANCE COMPANY
                                          Suite 135
                                          10985 Cody
                                          Overland Park, KS  66210-1224

                                          AMERICAN INDEMNITY
                                          INSURANCE COMPANY, LTD.
                                          Belvedere Building
                                          66 Pitt's Bay Road
                                          Pembrook, Bermuda  HM08

                                          CREST FINANCIAL CORPORATION
                                          216 East Liberty Street
                                          Reno, Nevada 89501

                           THE MANAGER:   MEADOWBROOK, INC.
                                          26600 Telegraph Road
                                          Southfield, MI  48034-2347

8.02     ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective heirs, representatives, successors
         and assigns; however, this Agreement may not be assigned without mutual
         consent, such consent shall not be unreasonably withheld.

8.03     AMENDMENT

         This Agreement may not be amended, altered or modified except in
         writing signed by the party against whom enforcement or any waiver,
         change, discharge, alteration or modification is sought.

8.04     INVALIDITY

         The invalidity of any provision of this Agreement shall not affect the
         validity of the remainder of any such provision or the remaining
         provisions of this Agreement.

8.05     INTERPRETATION

         The article, section and paragraph headings included in this Agreement
         have been used solely for convenience and shall not be used in
         conjunction with the interpretation of this Agreement. References to
         articles, sections and paragraphs shall refer to such provisions in
         this Agreement unless otherwise stated.

8.06     WAIVER

         The failure of either party at any time to require performance by the
         other party of any provision of this Agreement shall not be deemed a
         continuing waiver of that provision or a waiver of any other provision
         of this Agreement, and shall in no way affect the full right to require
         such performance from the other party at any time thereafter.



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<PAGE>   8

8.07     SEVERABILITY

         This Agreement and the transaction contemplated herein constitute one
         transaction and shall not be divisible in any manner. A breach of any
         portion of this Agreement shall be deemed a breach of the whole
         Agreement.

8.08     COUNTERPARTS

         If photocopies or duplicates of the original of this Agreement are
         signed by the parties then each such originally signed document shall
         be deemed to be an original of this Agreement.

8.09     CONFLICT OF INTEREST

         The Manager shall not engage in conduct or activities that constitute
         actual business competition with the Company.

8.10     INDEMNIFICATION

         Both the Company and the Manager shall hold harmless and defend and
         indemnify the other party against any expenses, damages, liability,
         action, cost or other claims, including attorney fees arising out of
         the other party's material breach of any duty or obligation hereunder.

8.11     ERRORS AND OMISSIONS INSURANCE COVERAGE

         The Manager shall maintain an Errors and Omissions insurance policy in
         an amount not less than $1,000,000 per claim.


                             MEADOWBROOK INSURANCE GROUP, INC.


DATE: July 8, 1999               /s/ Merton J. Segal
     ------------------          --------------------------------------------
                             BY: Merton J. Segal
                                 --------------------------------------------
                             ITS: Chairman of the Board
                                 --------------------------------------------

                             STAR INSURANCE COMPANY


DATE: July 8, 1999               /s/ Joseph C. Henry
     ------------------          --------------------------------------------
                             BY: Joseph C. Henry
                                 --------------------------------------------
                             ITS: President
                                 --------------------------------------------

                             SAVERS PROPERTY AND
                             CASUALTY INSURANCE COMPANY


DATE: July 8, 1999               /s/ James R. Parry, Sr.
     ------------------          --------------------------------------------
                             BY: James R. Parry, Sr.
                                 --------------------------------------------
                             ITS: Executive Vice President
                                 --------------------------------------------

                                   Page 8 of 9
<PAGE>   9

                             AMERICAN INDEMNITY
                             INSURANCE COMPANY, LTD.


DATE: July 8, 1999                /s/ Robert S. Cubbin
     ------------------           --------------------------------------------
                             BY:  Robert S. Cubbin
                                  --------------------------------------------
                             ITS: President
                                  --------------------------------------------

                             CREST FINANCIAL CORPORATION


DATE: July 8, 1999                /s/ Michael G. Costello
     ------------------           --------------------------------------------
                             BY:  Michael G. Costello
                                  --------------------------------------------
                             ITS: Sr. VP, General Counsel & Secretary
                                  --------------------------------------------

                             MEADOWBROOK, INC.


DATE: July 8, 1999                /s/ William J. Lohmeyer, III
     ------------------           --------------------------------------------
                             BY:  William J. Lohmeyer, III
                                  --------------------------------------------
                             ITS: Sr. VP and Chief Financial Officer
                                  --------------------------------------------



                                   Page 9 of 9
<PAGE>   10

                 Addendum I to the Management Services Agreement

         Addendum I to the Management Services Agreement ("Agreement") is
         effective this day 31st day of December, 1998, by and between
         Meadowbrook Insurance Group, Inc. (hereinafter referred to as "MIG"),
         Star Insurance Company (hereinafter referred to as "Star"), a Michigan
         Corporation, Savers Property and Casualty Insurance Company
         (hereinafter referred to as "Savers"), a Missouri Corporation, American
         Indemnity Insurance Company, Ltd. (hereinafter referred to as "American
         Indemnity"), a Bermuda Corporation, Crest Financial Corporation
         (hereinafter referred to as "Crest"), a Nevada Corporation, (unless
         designated otherwise, hereinafter collectively referred to as the
         "Company") and Meadowbrook, Inc., ("Meadowbrook") Michigan Corporation.

         The Agreement shall be amended as follows:

              ARTICLE 3 - COMPENSATION SECTION 3.03 shall be deleted from the
              Agreement and the Company shall no longer pay the Manager an
              incentive bonus under the terms and conditions of the Agreement.

         All other terms and conditions of the Agreement shall remain unchanged.

         IN WITNESS THEREOF, all parties have executed Addendum I to the
Agreement.


                                MEADOWBROOK INSURANCE GROUP, INC.

                                /s/  Merton J. Segal
                                ------------------------------------------------
                                BY:  Merton J. Segal
                                    --------------------------------------------
                                ITS: Chairman of the Board and CEO
                                    --------------------------------------------


                          STAR INSURANCE COMPANY

                          /s/  Joseph Henry
                          ------------------------------------------------
                          BY:  Joseph Henry
                              --------------------------------------------
                          ITS: President
                              --------------------------------------------

                          SAVERS PROPERTY AND
                          CASUALTY INSURANCE COMPANY

                          /s/ James R. Parry, Sr.
                          ------------------------------------------------
                          BY: James R. Parry, Sr.
                              --------------------------------------------
                          ITS:Executive Vice President
                              --------------------------------------------



                                  Page 1 of 2

<PAGE>   11



                           AMERICAN INDEMNITY
                           INSURANCE COMPANY, LTD.

                           /s/  Robert S. Cubbin
                           ------------------------------------------
                           BY:  Robert S. Cubbin
                           ITS: President



                           CREST FINANCIAL CORPORATION

                           /s/  Michael G. Costello
                           ------------------------------------------
                           BY:  Michael G. Costello
                           ITS: Sr. Vice President and General Counsel



                           MEADOWBROOK, INC.

                           /s/   William Lohmeyer, III
                           ------------------------------------------
                           BY:  William Lohmeyer, III
                           ITS: Sr. Vice President and Chief Financial Officer




                                  Page 2 of 2




<PAGE>   12
                ADDENDUM II TO THE MANAGEMENT SERVICES AGREEMENT


Addendum II to the Management Services Agreement ("Agreement") is effective this
31 day of July, 1998, by and between Meadowbrook Insurance Group, Inc.
(hereinafter referred to as "MIG"), a Michigan corporation, Star Insurance
Company (hereinafter referred to as "Star"), a Michigan Corporation, Savers
Property and Casualty Insurance Company (hereinafter referred to as "Savers"), a
Missouri corporation, American Indemnity Insurance Company, Ltd. (hereinafter
referred to as "American Indemnity"), a Bermuda corporation, Crest Financial
Corporation (hereinafter referred to as "Crest"), a Nevada corporation, (unless
designated otherwise, hereinafter collectively referred to as the "Company") and
Meadowbrook, Inc. ("Meadowbrook"), a Michigan corporation.

The Agreement shall be amended as follows:

-    Ameritrust Insurance Corporation (hereinafter referred to as "Ameritrust"),
     a Florida Corporation, shall be included as a party to the Management
     Services Agreement, dated January 1, 1998. Ameritrust, along with its
     affiliates, shall be referred to collectively as "Company", unless
     designated otherwise.

-    ARTICLE 3 - COMPENSATION

     3.01 FEES

     In consideration of the services rendered by the Manager and pursuant to
     this Agreement, Star and Savers will pay such fee as is agreed between the
     parties hereto and applicable to each of Star and Savers' programs on an
     individual basis in consideration of the costs and expenses associated with
     each, and as specified in the attached addenda; such fees shall be no
     greater than the Company would expend in providing such services for
     itself. On the other hand, Crest, American Indemnity and Ameritrust shall
     reimburse Meadowbrook for the actual costs for those services provided by
     Meadowbrook.

All other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS THEREOF, all parties have executed Addendum II to the Agreement.


                        MEADOWBROOK INSURANCE GROUP, INC.


                        ----------------------------------------
                        BY:  Merton J. Segal
                             ------------------------------------
                        ITS: Chairman of the Board
                             ------------------------------------





<PAGE>   13

                        STAR INSURANCE COMPANY

                            ----------------------------------------
                        BY:  Joseph C. Henry
                            ----------------------------------------
                        ITS: President
                            ----------------------------------------


                        SAVERS PROPERTY AND CASUALTY
                        INSURANCE COMPANY

                            ------------------------------------------------
                        BY:  James R. Parry, Sr.
                            ------------------------------------------------
                        ITS: Executive Vice President
                            ------------------------------------------------

                        AMERICAN INDEMNITY INSURANCE
                        COMPANY, LTD.

                            ------------------------------------------------
                        BY:  Robert S. Cubbin
                            ------------------------------------------------
                        ITS: President
                            ------------------------------------------------

                        CREST FINANCIAL CORPORATION

                            ------------------------------------------------
                        BY:  Michael G. Costello
                            ------------------------------------------------
                        ITS: Sr. Vice President and General Counsel
                            ------------------------------------------------
                        MEADOWBROOK, INC.

                            ------------------------------------------------
                        BY: William J. Lohmeyer, III
                            ------------------------------------------------
                        ITS: Sr. Vice President and Chief Financial Officer
                            ------------------------------------------------

                        AMERITRUST INSURANCE CORPORATION

                            ------------------------------------------------
                        BY:  Michael G. Costello
                            ------------------------------------------------
                        ITS: Sr. Vice President and General Counsel
                            ------------------------------------------------