exv10w45



 





Exhibit 10.45




MANAGEMENT SERVICES AGREEMENT




     This Management Services Agreement (“Agreement”) is effective the 1st day of
October, 2007, by and between Meadowbrook Insurance Group, Inc., a Michigan corporation
(hereinafter referred to as “MIGI” ), Star Insurance Company, a Michigan corporation, Williamsburg
National Insurance Company, a Michigan corporation, and Ameritrust Insurance Corporation, a
Michigan 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 laws
of the State of Michigan ;




WHEREAS, Star Insurance Company, Williamsburg National Insurance Company and Ameritrust
Insurance Corporation are insurance companies domiciled in the State of Michigan operating
and licensed in various jurisdictions, pursuant to applicable insurance laws and
regulations;




WHEREAS, the Manager is a full service risk management organization which performs
marketing, underwriting, claims, loss control, actuarial, accounting, tax, treasury
management, investment, information technology, and reinsurance services for insurance
companies, organizations, trusts, pools and other similar companies; and




WHEREAS, the Company has retained the Manager to perform the aforementioned services on
behalf of the Company as more fully described below.


In consideration of the mutual agreements described herein, the Company and the Manager agree as
follows:




AGREEMENT:




ARTICLE 1 — APPOINTMENT OF MANAGER



The Company and the Manager agree the Manager will perform services for the Company as described in
this 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 the
Company 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 but
not limited to the acceptance, rejection or canceling of risks, the payment or non-payment of
claims and the purchase of reinsurance.



Notwithstanding any other provision of this Agreement, it is understood the business affairs of the
Company shall ultimately be controlled and managed by its Board of Directors and its officers, in
accordance with relevant law. Also, to the extent required by law, the Board of Directors shall
present 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 all
accounting, tax, treasury management and investment related services. 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 laws. The Manager will perform these services in a manner
and at a time, which complies with the requirements of the insurance bureau, taxing
authorities, and as otherwise reasonably required by the Company. Accounting
services shall include the preparation of financial statements and analytic reports,
including all supporting documentation and reconciliations, maintenance of proper
accounts, and experience statistics as required for management and for filing with
any regulatory authority. The Manager will prepare the Company’s 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 of the Company. Also, the Manager shall provide actuarial services to the
Company.
	 
	 	B.	 	Accounts Receivable
	 
	 	 	 	The Manager will collect all funds due the Company. Manager shall use due diligence
and utilize all reasonable efforts for the collection of amounts due the Company,
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 legally enforce any debts
owed. 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 by
the Manager for the Company. If the Manager is the agent for the policy, all
premium will be deposited, in accordance with the terms of any relevant Agency
Agreement. All premiums collected by the Manager shall be held in trust segregated
by the Company and held in a fiduciary capacity.
	 
	 	D.	 	Accounts Payable
	 
	 	 	 	The Manager will process and pay 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 for the
Company.





 





Page 2 of 9








 






	 	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. 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 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 reporting of
claims and collection of reinsurance payments due the Company. Also, the Manager
shall negotiate the terms, conditions and premiums for such reinsurance.
	 
	 	I.	 	Investments
	 
	 	 	 	The Company shall have custody of, responsibility for and control all investments of
the Company. The Manager will comply with the Investment Policy Guidelines of the
Company. The Company shall have the ultimate and final authority over decisions
regarding 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 costs
associated with the overall administration of each program. The expenses will be
allocated to business segment based on provisional departmental costs related to
services performed by the Manager for each business segment. The basis for such
allocation shall be reviewed annually by the Manager and the Company for any
relevant adjustments. This allocation method shall be consistent with required
insurance 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 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 adjusting 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 adjustment expenses
shall be considered unallocated loss adjustment 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.





 





Page 4 of 9











 






	 	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 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.





ARTICLE 3 — COMPENSATION





	 	3.01	 	Fees
	 
	 	 	 	In consideration of the services provided by the Manager, the Company
shall pay the Manager a fee based upon the costs and expenses
incurred with regard to the individual programs listed on the
attached Schedule A. The fees shall be reviewed annually by the
Manager and the Company based on a review of Services performed by
the Manager for the Company.
	 
	 	3.02	 	Time of Payment
	 
	 	 	 	The amount agreed upon as described in paragraph 3.01 will be payable
monthly within 5 business days succeeding the end of the prior month.
At the end of each calendar year the Manager and the Company may
adjust 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 functions
under this Agreement to unaffiliated third parties, or affiliates of the Manager. In addition, the
Manager shall have the authority to terminate such retention. The Company will have the authority
to approve or terminate an unaffiliated third-party, as well as, approve all commission rates. To
the extent the Manager has delegated such function to an unaffiliated third party, the fee for such
service 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 through
September 30, 2010 (“Original Term”). The Term will be automatically
extended for three (3) year periods thereafter, unless either party
provides written notice to the other within ninety (90) days prior to
the 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, in
accordance with the following procedure. The party shall provide
written notification to the other party describing the basis for the
termination. The recipient shall have 180 days in which to cure the
problem, or, if such problem cannot be cured within this timeframe,
take reasonable steps within 180 days to cure the problem. If the
problem has not been cured, the Agreement may be terminated 90 days after expiration of the 180 days notification
provision, 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 either
party. The effective date of such termination shall be immediate, or the date ordered by
the regulatory authority or court having jurisdiction over the matter. This Agreement may
be 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 the
other party, plus a reasonable transaction period to be negotiated by the parties. If this
Agreement is terminated prior written notification shall be provided to the Office of
Financial and Insurance Services.





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. Upon reasonable notice, the
Manager shall make all such records available for inspection by 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.





	 	 	 	 	 
	 

	 	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 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.





 





Page 7 of 9











 






	 	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, except
where 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 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 $2,000,000 per claim and an
employee 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