Exhibit 10.45**MANAGEMENT SERVICES AGREEMENT**     This Management Services Agreement (“Agreement”) is effective the 1st day ofOctober, 2007, by and between **Meadowbrook Insurance Group, Inc.**, a Michigan corporation(hereinafter referred to as “MIGI” ), **Star Insurance Company, a Michigan corporation, WilliamsburgNational Insurance Company, a Michigan corporation, and Ameritrust Insurance Corporation, aMichigan corporation,**(hereinafter collectively referred to as the “Company”), and **Meadowbrook,Inc.**, a Michigan corporation, (hereinafter referred to as “Manager”).**RECITALS****:****WHEREAS,**MIGI is a Michigan domiciled insurance holding company formed pursuant to the lawsof the State of Michigan ;**WHEREAS,**Star Insurance Company, Williamsburg National Insurance Company and AmeritrustInsurance Corporation are insurance companies domiciled in the State of Michigan operatingand licensed in various jurisdictions, pursuant to applicable insurance laws andregulations;**WHEREAS,**the Manager is a full service risk management organization which performsmarketing, underwriting, claims, loss control, actuarial, accounting, tax, treasurymanagement, investment, information technology, and reinsurance services for insurancecompanies, organizations, trusts, pools and other similar companies; and**WHEREAS,**the Company has retained the Manager to perform the aforementioned services onbehalf of the Company as more fully described below.In consideration of the mutual agreements described herein, the Company and the Manager agree asfollows:**AGREEMENT****:****ARTICLE 1 — APPOINTMENT OF MANAGER**The Company and the Manager agree the Manager will perform services for the Company as described inthis Agreement and in the manner provided in this Agreement. All marketing, underwriting, claims,loss control, actuarial, accounting, tax, treasury management, investment, information technology,and reinsurance services (sometimes, collectively referred to as “Services”) provided to theCompany by the Manager shall be based upon the criteria, guidelines and standards of the Company.The Company shall have the ultimate and final authority over decisions and policies, including butnot limited to the acceptance, rejection or canceling of risks, the payment or non-payment ofclaims and the purchase of reinsurance.Notwithstanding any other provision of this Agreement, it is understood the business affairs of theCompany shall ultimately be controlled and managed by its Board of Directors and its officers, inaccordance with relevant law. Also, to the extent required by law, the Board of Directors shallpresent to the Company’s shareholders issues for vote.**ARTICLE 2 — DUTIES****2.01 Management Services** A. ***Accounting Services, Financial Statements and Tax Returns*** Page 1 of 9

 
   The Manager will perform services for to the Company’s operations and provide allaccounting, tax, treasury management and investment related services. The Managerwill prepare all of the Company’s financial statements required for filing withregulatory authorities, including statutory financial statements as required underthe applicable insurance laws. The Manager will perform these services in a mannerand at a time, which complies with the requirements of the insurance bureau, taxingauthorities, and as otherwise reasonably required by the Company. Accountingservices shall include the preparation of financial statements and analytic reports,including all supporting documentation and reconciliations, maintenance of properaccounts, and experience statistics as required for management and for filing withany regulatory authority. The Manager will prepare the Company’s financialstatements on a quarterly and annual basis. Prior to their due dates, the Managerwill prepare and deliver to the Company all tax returns to be filed with any taxingauthority of the Company. Also, the Manager shall provide actuarial services to theCompany.  B. ***Accounts Receivable***    The Manager will collect all funds due the Company. Manager shall use due diligenceand utilize all reasonable efforts for the collection of amounts due the Company,but shall be responsible to the Company only for premiums which are actuallycollected. The Manager shall regularly account to the Company on monies received bythe Manager on behalf of the Company. Due diligence in the collection of accountsreceivable shall mean regular contact of persons owing money to the Company with thedemand for payment and maintenance of records adequate to legally enforce any debtsowed. Due diligence shall include any legal enforcement of the debts owed.  C. ***Deposits of Monies Received***    The Manager shall deposit daily into accounts of the Company all monies received bythe Manager for the Company. If the Manager is the agent for the policy, allpremium will be deposited, in accordance with the terms of any relevant AgencyAgreement. All premiums collected by the Manager shall be held in trust segregatedby the Company and held in a fiduciary capacity.  D. ***Accounts Payable***    The Manager will process and pay the accounts payable of the Company which areincurred by the Company in the ordinary course of business; and which representexpenses of the Company in areas for which the Manager is responsible under thisAgreement.    For that purpose, the Manager may be designated as the signatory on certaindepository and checking accounts of the Company. The Manager shall provide regularaccounting to the Company of the payments, which the Manager has paid for theCompany. Page 2 of 9

 
 E. ***Reports and Records***    At least annually, and more often as may reasonably be requested by the Company, theManager will provide information on the Company’s overall financial conditions,results of business operations and future capital requirements. The Manager willmaintain the coverage documents or policies offered through the Company and anyamendments, and will be responsible for developing and furnishing all necessaryforms for the coverage of policyholders of the Company. These forms shall includeapplications, claims reports, premium collection or invoice forms, loss control,coverage documents, rating forms, and related reports or explanatory forms requiredfor operations of the Company. All reports and records as described above will beprovided 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 theCompany and its business operations. The Manager will perform such other relatedservices as may be reasonably necessary for the proper conduct of the Company’sbusiness operations and which are within the scope of this Agreement.  G. ***Underwriting***    The Company shall retain the ultimate right and responsibility to refuse any riskand/or cancel any policy. The Manager shall perform such underwriting services asthe Company shall from time to time request. Underwriting services shall includethe review of applications for policies of insurance, making decisions on coverage,follow up with applicants for additional information, and working with reinsurers ofthe Company as requested. Certain underwriting services to be performed by theManager may be delegated to a third-party upon approval by the Company. The Managerwill comply with all written guidelines set forth by the Company with respect tounderwriting, the acceptance or rejection of certain classes of business, the scopeof coverage and the provisions of the coverage document or related to the issuanceof policies.  H. ***Reinsurance***    The Manager shall seek to arrange for appropriate reinsurance, including thepreparation of all necessary documents with respect to such reinsurance. TheManager shall act as the liaison with the reinsurers with respect to both theacceptance of applications, the payment and remittance of premiums, the reporting ofclaims and collection of reinsurance payments due the Company. Also, the Managershall negotiate the terms, conditions and premiums for such reinsurance.  I. ***Investments***    The Company shall have custody of, responsibility for and control all investments ofthe Company. The Manager will comply with the Investment Policy Guidelines of theCompany. The Company shall have the ultimate and final authority over decisionsregarding the purchase and sale of securities. Page 3 of 9

 
 J. ***Expenses Arising in Management Services***    Expenses shall be determined on an annual basis by program, based on the costsassociated with the overall administration of each program. The expenses will beallocated to business segment based on provisional departmental costs related toservices performed by the Manager for each business segment. The basis for suchallocation shall be reviewed annually by the Manager and the Company for anyrelevant adjustments. This allocation method shall be consistent with requiredinsurance regulatory provisions.**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 theCompany. The Manager will review, process, investigate, adjust, settle or resistall claims received in accordance with the Company’s direction, the terms of Companycoverage documents, and any written guidelines or decision of the Company regardingcoverage, handling or payment of claims. The Manager will establish loss reservesfor each claim as deemed necessary in accordance with the Company’s direction. TheManager will make subrogation investigations and consult with the Company or itsrepresentatives for the proper adjusting of subrogation matters. The Manager willengage attorneys as necessary, to represent policyholders in any suit covered by theCompany’s policy.  B. ***Claims Expenses***    The Company will pay allocated loss expenses, which include reasonable expenseitems, such as attorney’s fees, incidental legal fees, experts’ fees, witnesses’travel expense, extraordinary travel expense incurred by the Manager at the requestof the Company, court reporter’s fees, transcript fees, and the cost of obtainingpublic records and witness fees. The Company will pay expenses associated with theinvestigation, negotiation, settlement or defense of any claim hereunder or asrequired for the collection of subrogation payments from third parties on behalf ofthe Company. All claims expenses other than allocated loss adjustment expensesshall be considered unallocated loss adjustment expenses and shall be paid by theManager.  C. ***Claims Reports***    The Manager will establish claim files for each reported claim which will be subjectto review by the Company or its representatives at any reasonable time without priornotice. Reports for the Company will be furnished, in formats and frequenciesapproved by the Company, to show claims fund activity and payments, losses paid,pending and reserved, by participant coverage, type, cause function, size, and soon. The Manager will assist as needed with all litigation and defense activitiesrelated to claims pursuant to the Company program within guidelines established bythe Company. These activities shall include recommendation of attorneys on a caseor retainer basis for approval by the Company, preparation of all claimdocumentation, retention of witnesses and performance of other steps as necessary toproperly defend against claims against insureds of the Company. Page 4 of 9

 
 **2.03** **Loss Prevention**    The Manager will arrange for and coordinate loss prevention servicesas agreed with the Company, including furnishing assistance andprofessional consultation to participating insureds, in developingloss prevention systems, making inventories and surveys regardingexposures and risks covered under the Company program, analyzingclaim causes and trends, including frequency and severity, developingand conducting training programs, and other information for lossprevention. The type of services which will be provided toindividual insureds to help them to develop loss prevention systemswill include review and analysis of past claims, management controlsand development of recommendations to improve risk management.**ARTICLE 3 — COMPENSATION** **3.01** **Fees**    In consideration of the services provided by the Manager, the Companyshall pay the Manager a fee based upon the costs and expensesincurred with regard to the individual programs listed on theattached Schedule A. The fees shall be reviewed annually by theManager and the Company based on a review of Services performed bythe Manager for the Company.  **3.02** **Time of Payment**    The amount agreed upon as described in paragraph 3.01 will be payablemonthly within 5 business days succeeding the end of the prior month.At the end of each calendar year the Manager and the Company mayadjust the fee based upon the costs and expenses of each program.**ARTICLE 4 -THIRD PARTIES**The Manager and the Company agree the Manager may engage, employ and delegate certain functionsunder this Agreement to unaffiliated third parties, or affiliates of the Manager. In addition, theManager shall have the authority to terminate such retention. The Company will have the authorityto approve or terminate an unaffiliated third-party, as well as, approve all commission rates. Tothe extent the Manager has delegated such function to an unaffiliated third party, the fee for suchservice shall be paid by the Manager.        .**ARTICLE 5 — TERM AND TERMINATION** **5.01** **Term**    The Term of this Agreement will be from October 1, 2007 throughSeptember 30, 2010 (“Original Term”). The Term will be automaticallyextended for three (3) year periods thereafter, unless either partyprovides written notice to the other within ninety (90) days prior tothe end of the Original Term, or any extended Term, as applicable,that it may wish not to extend the Agreement.    This Agreement may be terminated for “cause” by either party, inaccordance with the following procedure. The party shall providewritten notification to the other party describing the basis for thetermination. The recipient shall have 180 days in which to cure theproblem, or, if such problem cannot be cured within this timeframe,take reasonable steps within 180 days to cure the problem. If theproblem has not been cured, the Agreement may be terminated 90 days after expiration of the 180 days notificationprovision, or 90 days after the party was unable to cure the problem. Page 5 of 9

 
   This Agreement may be terminated upon the dissolution, bankruptcy or insolvency of eitherparty. The effective date of such termination shall be immediate, or the date ordered bythe regulatory authority or court having jurisdiction over the matter. This Agreement maybe terminated on a date mutually agreed to, in writing, by both parties.    In addition, either party may terminate this Agreement upon 180 days written notice to theother party, plus a reasonable transaction period to be negotiated by the parties. If thisAgreement is terminated prior written notification shall be provided to the Office ofFinancial and Insurance Services.**ARTICLE 6 — OWNERSHIP OF RECORDS**The Manager will maintain all appropriate records, files, ledgers, and reports so as to accuratelyreflect at all times the financial transactions of the Company. Upon reasonable notice, theManager shall make all such records available for inspection by the Company. All records of anykind relating to the Company shall be the property of the Company and shall be in the Company’scustody 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 thisAgreement in accordance with standard procedures for the performanceof 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 courseof business and in fulfillment of its obligations under thisAgreement.**ARTICLE 8 — MISCELLANEOUS** **8.01** **Notices**    All notice requirements and other communications indicated shall be deemed given when personally delivered or on the thirdsucceeding business day after being mailed by registered or certified mail, return receipt requested, to the appropriateparty at its address below or at such other address as shall be specified by notice given hereunder.       **MIGI:** **Meadowbrook Insurance Group, Inc.**    26255 American Drive    Southfield, MI 48034-2438    Attn: President       **THE COMPANY:** **Star Insurance Company**    26255 American Drive    Southfield, MI 48034    Attn: President Page 6 of 9

 
         **Williamsburg National Insurance Company**    26255 American Drive    Southfield, MI 48034    Attn: President         **Ameritrust Insurance Corporation**    26255 American Drive    Southfield, MI 48034    Attn: President       **THE MANAGER:** **Meadowbrook, Inc.**    26255 American Drive    Southfield, MI 48034-2347    Attn: President **8.02** **Assignment**    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.  **8.03** **Amendment**    This Agreement may not be amended, altered or modified except in writing signed by the party against whom enforcement orany 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 orthe 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 notbe used in conjunction with the interpretation of this Agreement. References to articles, sections and paragraphs shallrefer 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 shallnot be deemed a continuing waiver of that provision or a waiver of any other provision of this Agreement, and shall in noway affect the full right to require such performance from the other party at any time thereafter. Page 7 of 9

 
 **8.07** **Severability**    This Agreement and the transaction contemplated herein constitute one transaction and shall not be divisible in anymanner. 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 signeddocument 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, exceptwhere the Manager provides services to other affiliates of the group  **8.10** **Indemnification**    Both the Company and the Manager shall hold harmless, indemnify and defend 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 anyduty 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 $2,000,000 per claim and anemployee dishonesty bond of not less than $500,000 per claim.               **MEADOWBROOK INSURANCE GROUP, INC.**           **DATE:**   /s/ Robert S. Cubbin    ** **    BY: Robert S. Cubbin        ITS: President                   **STAR INSURANCE COMPANY**           **DATE:**   /s/ Joseph E. Mattingly    ** **    BY: Joseph E. Mattingly        ITS: President     Page 8 of 9

 
               **WILLIAMSBURG NATIONAL INSURANCE COMPANY**           **DATE:**   /s/ Joseph E. Mattingly    ** **    BY:  Joseph E. Mattingly        ITS: President                   **AMERITRUST INSURANCE CORPORATION**           **DATE:**   /s/ Joseph E. Mattingly    ** **    BY: Joseph E. Mattingly        ITS: President                   **MEADOWBROOK, INC.**           **DATE:**   /s/ Robert S. Cubbin    ** **    BY: Robert S. Cubbin        ITS: President     Page 9 of 9