exv10w5






Exhibit 10.5




TERM NOTE




July 31, 2008




          FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to THE
PRIVATEBANK AND TRUST COMPANY or registered assigns (the “Lender”), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan from
time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of
July 31, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and L/C Issuer.




          The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by
the Lender from the date of such Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Agreement. All payments of principal and interest shall
be made to the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per
annum rate set forth in the Agreement.




          This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the
benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Term Note is also entitled to the benefits of the Guaranty and is secured
by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or
may be declared to be, immediately due and payable all as provided in the Agreement. The Term Loan
made by the Lender shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note
and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.




          The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.




          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MICHIGAN.




	 	 	 	 	 
	 	MEADOWBROOK INSURANCE GROUP, INC.

 	 
	 	By:  	/s/
Robert S.
Cubbin 	 
	 	 	Name:  	Robert S.
Cubbin 	 
	 	 	Title:  	President
& CEO	 



 









 






	 	 	 	 	 



LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	Outstanding	 	 
	 	 	 	 	 	 	End of	 	Principal or	 	Principal	 	 
	 	 	Type of	 	Amount of	 	Interest	 	Interest Paid	 	Balance	 	Notation
	Date	 	Loan Made	 	Loan Made	 	Period	 	This Date	 	This Date	 	Made By
	 
	_________

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Term Note