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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-K/A AMENDMENT NO. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 1-14094 MEADOWBROOK INSURANCE GROUP, INC.  Michigan
    
    38-2626206(State of Incorporation)
    
    (IRS Employer Identification No.)26255 American Drive, Southfield, MI
    
    48034-6112(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (248) 358-1100
Securities registered pursuant to Section 12(b) of the Act: Name of ExchangeTitle of Each Class
    
    on Which RegisteredCommon Stock, $.01 par value per share
    
    New York Stock Exchange
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ    No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes þ  No o The aggregate market value of the voting stock (common stock, $.01 par value) held by
nonaffiliates of the registrant was $131,049,724 on June 30, 2004, the last business day of the
Registrants most recently completed second quarter, based on the closing sales price of the Common
Stock on such date. The aggregate number of shares of the Registrants Common Stock, $.01 par value, outstanding
on March 1, 2005 was 29,074,832. Documents Incorporated by Reference Certain portions of the Registrants Proxy Statement for the Annual Meeting scheduled for May
10, 2005 are incorporated by reference into Part III of this report.




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TABLE OF CONTENTS  ITEM 9A. CONTROLS AND PROCEDURESITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXConsent of Independent Accountants, Dated April 25, 2005Certification of Robert S. Cubbin, Chief Executive Officer Pursuant to Rule 13a-14(a)Certification of Karen M. Spaun, Chief Financial Officer Pursuant to Rule 13a-14(a)    Table of Contents  EXPLANATORY NOTE In reliance upon the Order of the Securities and Exchange Commission issued under Section 36
of the Securities Exchange Act of 1934 (Release No. 50754, November 30, 2004), Meadowbrook
Insurance Group, Inc. (the Company) did not include within Item 9A of its Annual Report on Form
10-K for the fiscal year ended December 31, 2004 (the
Original Report) managements evaluation of
disclosure controls and procedures, as required by Item 307 of
Regulation S-K, as well as, both the annual report of
its management on internal control over financial reporting, as required by Item 308(a) of
Regulation S-K and the related report of the Companys independent registered public
accounting firm on managements assessment and the effectiveness of internal control over financial
reporting, as required by Item 308(b) of Regulation S-K. In addition, the Company did not include
within Item 9A of the Original Report changes in internal control over financial reporting, as
required by Item 308(c) of Regulation S-K. The Company is filing this Amendment No. 1 to Annual
Report on Form 10-K (the Amendment) to provide the information that was not included in Item 9A
of the Original Report, as well as to include a revised Consent of Independent Registered Public
Accounting Firm as a result of the above revisions. As a result of this Amendment, the Company is
also filing as exhibits to this Amendment No. 1 to Form 10-K the certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained in this
Amendment No. 1 to Form 10-K, the Company is not including the certifications, pursuant to Section
906 Sarbanes-Oxley Act of 2002. No other information is being amended by this Amendment and the Company has not updated
disclosures in this Amendment to reflect any event subsequent to the Companys filing of the
Original Report. 
 ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. Our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, the Exchange Act), which we refer to as disclosure controls, are controls
and procedures that are designed with the objective of ensuring that information required to be
disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded,
processed, summarized and reported within the time periods specified in the Securities and
Exchange Commissions rules and forms. Disclosure controls are also designed with the objective of
ensuring that such information is accumulated and communicated to our management, including our
Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. There are inherent limitations to the effectiveness of any control
system. A control system, no matter how well conceived and operated, can provide only reasonable
assurance that its objectives are met. No evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within our Company have been detected. As of December 31, 2004, an evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of disclosure controls. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and
operation of these disclosure controls were effective to ensure that material information relating
to us is made known to management, including our Chief Executive Officer and Chief Financial
Officer, particularly during the period when our periodic reports are being prepared. Managements Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our
internal control system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America. Because
of its inherent limitations internal controls over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may be inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2004. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring 2




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Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework.
Based on our assessment, we concluded that, as of December 31, 2004, our internal control over
financial reporting was effective based on those criteria. Our managements assessment of the effectiveness of internal control over financial reporting
as of December 31, 2004, has been audited by PricewaterhouseCoopers LLP, the independent
registered public accounting firm who also audited our consolidated financial statements as of
December 31, 2004 and 2003 and for each of the three years in the period ended, as stated in their
report which appears herein. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three
month period ended December 31, 2004, which have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. 3




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of
Meadowbrook Insurance Group, Inc.: In our opinion managements assessment, included in Managements Report on Internal Control Over
Financial Reporting appearing under Item 9A, that Meadowbrook Insurance Group, Inc. maintained
effective internal control over financial reporting as of December 31, 2004, based on criteria
established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) is fairly stated, in all material respects,
based on those criteria. Also, in our opinion, Meadowbrook Insurance Group, Inc. maintained, in
all material respects, effective internal control over financial reporting as of December 31,
2004, based on criteria established in Internal Control  Integrated Frameworkissued by COSO.
The Companys management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express opinions on managements assessment and on the
effectiveness of the Companys internal control over financial reporting based on our audit. We
conducted our audit of internal control over financial reporting in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. An audit of internal control
over financial reporting includes obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we consider necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of the Company at December 31, 2004
and 2003 and for each of the three years in the period ended December 31, 2004 and in our opinion
dated March 16, 2005 we expressed an unqualified opinion thereon. /s/ PricewaterhouseCoopers
LLPPricewaterhouseCoopers LLP
Chicago, Illinois
April 20, 2005 4




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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit
    
    
    
    FilingNo.
    
    Description
    
    Basis3.1
    
    Amended and Restated Articles of Incorporation of the Company
    
    
    (7
    )3.2
    
    Amended and Restated Bylaws of the Company
    
    
    (1
    )4.1
    
    Warrant Agreement By and Between Meadowbrook Insurance Group, Inc. and Freidman,
Billings, Ramsey & Co., Inc. dated June 11, 2002
    
    
    (8
    )4.2
    
    Junior Subordinated Indenture between Meadowbrook Insurance Group, Inc., and JP Morgan
Chase Bank, dated September 30, 2003.
    
    
    (10
    )10.1
    
    Meadowbrook Insurance Group, Inc. Amended and Restated 1995 Stock Option Plan
    
    
    (12
    )10.2
    
    Meadowbrook, Inc. 401(k) and Profit Sharing Plan Trust, amended and restated December
31, 1994
    
    
    (1
    )10.3
    
    Demand Note dated November 9, 1998 among the Company and Robert S. Cubbin and Kathleen
D. Cubbin and Stock Pledge Agreement
    
    
    (4
    )10.4
    
    Subordinated Promissory Note, Guaranty, and Agreement between Meadowbrook Insurance
Group, Inc. and Atlantic Mutual Insurance Company dated as of July 27, 2000
    
    
    (5
    )10.5
    
    Meadowbrook Insurance Group, Inc. Amended and Restated 2002 Stock Option Plan
    
    
    (12
    )10.6
    
    Form of Management Services Agreement by and between Meadowbrook Insurance Group, Inc.,
Meadowbrook, Inc., and Star Insurance Company, Williamsburg National Insurance Co.,
Ameritrust Insurance Corporation, American Indemnity Insurance Company, Ltd., and
Preferred Insurance Company, Ltd., respectively, each dated January 1, 2003.
    
    
    (9
    )10.7
    
    Management Services Agreement by and between Savers Property and Casualty Insurance
Company and Meadowbrook, Inc., dated January 1, 2003.
    
    
    (9
    )10.8
    
    Agency Agreement by and between Meadowbrook, Inc., Preferred Insurance Agency, Inc.,
TPA Insurance Agency, Inc., Preferred Comp Insurance Agency of New Hampshire, TPA
Insurance Agency of New Hampshire, Inc., Meadowbrook of Nevada, Inc., d/b/a Meadowbrook
Insurance Services, Meadowbrook of Florida, Inc., Association Self-Insurance Services,
Inc., Commercial Carriers Insurance Agency, Inc., and Star Insurance Company, Savers
Property and Casualty Insurance Company, Williamsburg National Insurance Company, and
Ameritrust Insurance Corporation, dated January 1, 2003.
    
    
    (9
    )10.9
    
    Purchase Agreement among Meadowbrook Insurance Group, Inc., Meadowbrook Capital Trust
I, and Dekania CDO I, Ltd., dated September 30, 2003.
    
    
    (10
    )10.10
    
    Amended and Restated Trust Agreement among Meadowbrook Insurance Group, Inc., JP Morgan
Chase Bank, Chase Manhattan Bank USA, National Association, and The Administrative
Trustees Named Herein, dated September 30, 2003.
    
    
    (10
    )10.11
    
    Guaranty Agreement between Meadowbrook Insurance Group, Inc., and JP Morgan Chase Bank,
dated September 30, 2003.
    
    
    (10
    )10.12
    
    Guaranty Agreement between Meadowbrook Insurance Group, Inc. and Comerica Bank, dated
June 6, 2003.
    
    
    (11
    )10.13
    
    Development Agreement between Meadowbrook Insurance Group, Inc. and Kirco Development
LLC, dated December 3, 2003.
    
    
    (11
    )10.14
    
    Employment Agreement between the Company and Robert S. Cubbin, dated January 1, 2004.
    
    
    (11
    )10.15
    
    Employment Agreement between the Company and Merton J. Segal, dated January 1, 2004.
    
    
    (11
    )10.16
    
    Employment Agreement between the Company and Michael G. Costello, dated January 1, 2004.
    
    
    (11
    )
 5




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Exhibit
    
    
    
    FilingNo.
    
    Description
    
    Basis10.17
    
    Tri-Party Agreement between Meadowbrook Insurance Group, Inc., Kirco Development LLC,
and Standard Federal Bank N.A., dated March 24, 2004.
    
    
    (14
    )10.18
    
    Meadowbrook Insurance Group, Inc. Long Term Incentive Plan.
    
    
    (15
    )10.19
    
    Purchase and Sale Agreement between Kirco Acquisition LLC and Meadowbrook Insurance
Group, Inc., dated December 4, 2003.
    
    
    (15
    )10.20
    
    Standard Offer Agreement and Escrow Instructions for Purchase of Real Estate, dated
April 26, 2004.
    
    
    (15
    )10.21
    
    Indenture between Meadowbrook Insurance Group, Inc. and JPMorgan Chase Bank, as
Trustee, dated April 29, 2004.
    
    
    (15
    )10.22
    
    Amended and Restated Loan and Security Agreement between Liberty Premium Finance, Inc.,
and Comerica Bank, dated May 7, 2004.
    
    
    (15
    )10.23
    
    Indenture between Meadowbrook Insurance Group, Inc. and Wilmington Trust Company, as
Trustee, dated May 26, 2004.
    
    
    (15
    )10.24
    
    First Amendment to Purchase and Sale Agreement between Kirco Acquisition LLC and
Meadowbrook Insurance Group, Inc., dated July 15, 2004.
    
    
    (15
    )10.25
    
    Land Contract between Meadowbrook Insurance Group, Inc. and MB Center II LLC, dated
July 15, 2004.
    
    
    (15
    )10.26
    
    Addendum 1 to the Management Services Agreement between Meadowbrook, Inc., and the
Department of Insurance of the State of Missouri, dated April 1, 2004
    
    
    (16
    )10.27
    
    Loan Agreement by and between Ameritrust Insurance Corporation, Savers Property and
Casualty Insurance Company, Star Insurance Company, Williamsburg National Insurance
Company, Meadowbrook Insurance Group, Inc., and Meadowbrook, Inc., dated September 1,
2004.
    
    
    (17
    )10.28
    
    Credit Agreement among Meadowbrook Insurance Group, Inc. and Standard Federal Bank
National Association dated as of November 12, 2004.
    
    
    (13
    )10.29
    
    Revolving Note among Meadowbrook Insurance Group, Inc. and Standard Federal Bank
National Association dated as of November 12, 2004.
    
    
    (13
    )10.30
    
    Security Agreement among Meadowbrook Insurance Group, Inc. and Standard Federal Bank
National Association dated as of November 12, 2004.
    
    
    (13
    )10.31
    
    Form of Nonqualified Stock Option Agreement under the Meadowbrook Insurance Group,
Inc., Stock Option Plan, dated February 21, 2003.
    
    
    (17
    )10.32
    
    Lease Agreement between Meadowbrook Insurance Group, Inc. and Meadowbrook, Inc., dated
December 6, 2004.
    
    
    (17
    )10.33
    
    Master Lease Agreement between LaSalle National Leasing Corporation and Meadowbrook
Insurance Group, Inc., dated December 30, 2004.
    
    
    (17
    )10.34
    
    Promissory Note between Meadowbrook Insurance Group, Inc. and Star Insurance Company,
dated January 1, 2005.
    
    
    (17
    )10.35
    
    Commercial Mortgage between Meadowbrook Insurance Group, Inc. and Star Insurance
Company, dated January 1, 2005.
    
    
    (17
    )10.36
    
    Assignment of Leases and Rents between Meadowbrook Insurance Group, Inc. and Star
Insurance Company, dated January 1, 2005.
    
    
    (17
    )
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Exhibit
    
    
    
    FilingNo.
    
    Description
    
    Basis10.37
    
    Form of At-Will Employment and Severance Agreement by and among Meadowbrook, Inc.,
Meadowbrook Insurance Group, Inc., and Karen M. Spaun, Stephen Belden, Gregory L.
Wilde, Robert C. Spring, Archie S. McIntyre, Arthur C. Pletz, Randolph W. Fort, Angelo
L. Williams, Susan L. Cubbin, Kenn R. Allen and John Wallis, dated January 1, 2005.
    
    
    (17
    )10.38
    
    Amendment to Demand Note Addendum among the Company and Robert S. Cubbin and Kathleen
D. Cubbin, dated February 17, 2005.
    
    
    (17
    )10.39
    
    Amendment to Employment Agreement between the Company and Merton J. Segal, dated April
1, 2005.
    
    
    (17
    )14
    
    Compliance Program / Code of Conduct
    
    
    (17
    )21
    
    List of Subsidiaries
    
    
    (17
    )23
    
    Consent of Independent Accountants, dated March 16, 2005.
    
    
    (17
    )23.1
    
    Consent of Independent Accountants, dated April 25, 2005
    
    
    *24
    
    Power of Attorney
    
    
    (17
    )28.1
    
    Star Insurance Companys 2004
Schedule P
    
    
    (2
    )28.2
    
    Savers Property & Casualty
Insurance Companys 2004 Schedule P
    
    
    (2
    )28.3
    
    Williamsburg National Insurance
Companys 2004 Schedule P
    
    
    (2
    )28.4
    
    Ameritrust Insurance
Corporations 2004 Schedule P
    
    
    (2
    )31.1
    
    Certification of Robert S. Cubbin, Chief Executive Officer of the Corporation,
pursuant to Securities Exchange Act Rule 13a-14(a), dated March 16, 2005.
    
    
    (17
    )31.2
    
    Certification of Karen M. Spaun, Chief Financial Officer of the Corporation, pursuant
to Securities Exchange Act Rule 13a-14(a), dated March 16, 2005.
    
    
    (17
    )31.3
    
    Certification of Robert S. Cubbin, Chief Executive Officer of the Corporation,
pursuant to Securities Exchange Act Rule 13a-14(a), dated April 25, 2005.
    
    
    *31.4
    
    Certification of Karen M. Spaun, Chief Financial Officer of the Corporation, pursuant
to Securities Exchange Act Rule 13a-14(a), dated April 25, 2005
    
    
    *32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, signed by Robert S. Cubbin, Chief Executive Officer of
the Corporation.
    
    
    (17
    )32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, signed by Karen M. Spaun, Chief Financial Officer of
the Corporation.
    
    
    (17
    )99.1
    
    Rights Agreement, dated as of September 30, 1999, by and between Meadowbrook Insurance
Group, Inc. and First Chicago Trust Company of New York, including the Certificate of
Designation, the form of Rights Certificate and the Summary of Rights attached thereto
as Exhibits A, B and C, respectively
    
    
    (3
    )
   (1)
    Incorporated by reference to Form S-1 Registration Statement (No. 33-2626206) of
Meadowbrook Insurance Group, Inc. declared effective November 20, 1995.(2)
    Submitted in paper format under separate cover; see Form SE filing.(3)
    Incorporated by reference to Exhibit 99.1 to the Companys Form 8-A filed with the Securities
and Exchange Commission on October 12, 1999.(4)
    Filed as Exhibit to Form 10-K for the year ending December 31, 1998. 7




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(5)
    Filed as Exhibit to Form 10-K for the year ending December 31, 2000.(6)
    Filed as Appendix to Meadowbrook Insurance Group, Inc. 2002 Proxy Statement.(7)
    Filed as Exhibit to Form 10-Q for the period ending March 31, 2002.(8)
    Filed as Exhibit to Amendment No. 1 to Registration Statement on Form S-2 (Registration No.
333-86548) filed on May 10, 2002.(9)
    Filed as Exhibit to Form 10-K for the year ending December 31, 2002.(10)
    Filed as Exhibit to Form 10-Q for the period ending September 30, 2003.(11)
    Filed as Exhibit to Form 10-K for the year ending December 31, 2003(12)
    Filed as Appendix to Meadowbrook Insurance Group, Inc. 2004 Proxy Statement.(13)
    Filed as Exhibit to Current Report on Form 8-K filed on November 18, 2004.(14)
    Filed as Exhibit to Form 10-Q for the period ending March 31, 2004.(15)
    Filed as Exhibit to Form 10-Q for the period ending June 30, 2004.(16)
    Filed as Exhibit to Form 10-Q for the period ending September 30, 2004.(17)
    Filed on March 16, 2005, as Exhibit to Form 10-K for the period ending December 31, 2004. * Filed herewith 8




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in Southfield, Michigan. MEADOWBROOK INSURANCE GROUP, INCBy:
    /s/ Robert S. CubbinRobert S. CubbinChief Executive Officer
(Principal Executive Officer) By:

/s/ Karen M. SpaunKaren M. SpaunSenior Vice President and
Chief Financial Officer
(Principal Financial Officer) Dated: April 25, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated. Signature
    
    Title
    
    Date**

Merton J. Segal
    
    Chairman and Director
    
    April 25, 2005/s/ ROBERT S. CUBBIN

Robert S. Cubbin
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)
    
    April 25, 2005**

Joseph S. Dresner
    
    Director
    
    April 25, 2005**

Hugh W. Greenberg
    
    Director
    
    April 25, 2005**

Florine Mark
    
    Director
    
    April 25, 2005**

Ralph Milo
    
    Director
    
    April 25, 2005**

Robert H. Naftaly
    
    Director
    
    April 25, 2005**

David K. Page
    
    Director
    
    April 25, 2005**

Robert W. Sturgis
    
    Director
    
    April 25, 2005**

Irvin F. Swider, Sr.
    
    Director
    
    April 25, 2005**

Bruce E. Thal
    
    Director
    
    April 25, 2005**

Herbert Tyner
    
    Director
    
    April 25, 2005
 **By:
    
    /s/ ROBERT S. CUBBINRobert S. Cubbin,Attorney-in-fact
 9




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EXHIBIT INDEX ExhibitNo.
    
    Description23.1
    
    Consent of Independent Accountants,
dated April 25, 2005.31.3
    
    Certification of Robert S. Cubbin, Chief Executive
Officer of the Corporation, pursuant to Securities
Exchange Act Rule 13a-14(a), dated April 25, 2005.31.4
    
    Certification of Karen M. Spaun, Chief Financial Officer
of the Corporation, pursuant to Securities Exchange Act
Rule 13a-14(a), dated April 25, 2005