Exhibit 10.17

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REGISTRATION RIGHTS AGREEMENT

by and between

THE SEIBELS BRUCE GROUP, INC.
(the Company)

and

CHARLES H. POWERS
(the Investor)

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| |  | March 28, 2002 |  | 
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THIS
AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA
UNIFORM ARBITRATION ACT, S.C. CODE ANN. SECTION 15-48-10

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REGISTRATION RIGHTS AGREEMENT



WHEREAS,
the Company is issuing Eight Hundred Thousand (800,000) shares of a newly created series of adjustable rate cumulative nonvoting preferred special stock ("Special Stock") to the
Investor and the Investor is purchasing the Special Stock for an aggregate purchase price of Eight Million Dollars ($8,000,000), pursuant to and in accordance with the terms of the Stock Purchase
Agreement dated March 28, 2002 (the "Purchase Agreement"); and



Section 1.REGISTRATION RIGHTS

Section 1.1.Shelf Registration.

a)Filing of Shelf Registration.At any time after the second anniversary of the date of this Agreement,
(i) upon receipt of a written notice from the Investor and (ii) if, at the time of receipt of such notice, the Company is a registrant entitled to file for registration under
Rule 415 or any successor thereto to register securities, then the Company shall use its commercially reasonable efforts to prepare and file with the Commission a registration statement
covering offers and sales of the Eligible Securities (as herein after defined) by the Investor on a delayed or continuous basis pursuant to Rule 415 under the Securities Act on the facilities
of any national securities exchange or interdealer quotation system on which the Eligible Securities are then traded or in privately-negotiated transactions (the "Registration Statement"). The Company
will use its commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to be declared effective as soon as practicable. The
Investor shall not be entitled to make more than one request for registration of Eligible Securities pursuant to this Section 1.1.

b)Registration Statement Form.The Registration Statement shall be on such form of the Commission as shall be
selected by the Company, and as shall permit the disposition of the subject Eligible Securities for cash in accordance with the intended method or methods of disposition specified by the Investor.

c)Expenses.Except as otherwise provided in this Agreement, the Company shall pay all Registration Expenses in
connection with any registration requested pursuant to this Section 1.1.

d)Effectiveness.The Company shall use its commercially reasonable efforts to keep the Registration Statement
effective until the expiration of the Effective Period. The "Effective Period" shall mean the date beginning on the date the Registration Statement is declared effective by the Commission and ending
on the earlier of (i) the date that all of the Eligible Securities covered by the Registration Statement have been sold or (ii) the date on which the Investor may, under
Rule 144(k) promulgated under the Securities Act, resell or otherwise dispose of all of the Eligible Shares.

Section 1.2.Registration Procedures.In connection with the registration of any Eligible
Securities under the Securities Act as provided in Section 1.1, the Company shall as expeditiously as possible:

a)
prepare and as soon thereafter as possible file with the Commission the Registration Statement to effect such registration and thereafter use its commercially reasonable efforts to
cause such Registration Statement to become effective,providedthat before filing such registration statement or

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any amendments thereto, the Company shall furnish to the counsel to the Investor copies of all such documents proposed to be filed, which documents will be subject to the reasonable review of such
counsel;

b)
prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement continuously effective for the Effective Period and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such
Registration Statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such Registration
Statement;

c)
furnish to the Investor such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents in order to facilitate the disposition of such securities owned by the Investor in
accordance with the Investor's intended method of disposition, as may reasonably be requested, but only during such time as the Company shall be required under the provisions hereof to cause such
Registration Statement to remain current;

d)
use its reasonable efforts to register or qualify securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions in the United
States as the Investor thereof shall reasonably request, to keep such registration or qualification in effect for so long as such
Registration Statement remains in effect, and to take any other action which may be reasonably necessary to enable the Investor to consummate the disposition in such jurisdictions in the United States
of the securities owned by the Investor, provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any
jurisdiction where it would not otherwise be required to qualify but for the requirements of this subsection (d), (ii) consent to general service of process in any such jurisdiction,
(iii) subject itself to taxation in any such jurisdiction or (iv) conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such
jurisdiction;

e)
use its reasonable efforts to cause all securities covered by such Registration Statement to be registered with or approved by such other United States Governmental Authorities as may
be necessary by virtue of the business and operations of the Company to enable the Investor to consummate the disposition thereof;

f)
furnish to the Investor at least five business days prior to the filing thereof a copy of any amendment or supplement to such Registration Statement or prospectus (other than any
amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act) and not file any such amendment or supplement to which the Investor shall have
reasonably objected on the grounds that, in the opinion of counsel to such Investor, such amendment or supplement does not comply in all material respects with the requirements of the Securities Act;

g)
notify the Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening
of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of the Investor promptly
prepare and furnish to such Investor a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made; and

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h)
otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering a period of at least twelve months beginning after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act.

The
Company may require the Investor to furnish the Company in writing for inclusion in the registration statement such information regarding the Investor and the distribution of such
Eligible Securities being sold as the Company may from time to time reasonably request.

The
Investor agrees by becoming a holder of Eligible Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in subsection
(g) of this Section 1.2, such Investor shall forthwith discontinue such Investor's disposition of Eligible Securities pursuant to the registration statement relating to such Eligible
Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (g) of this Section 1.2 and, if so directed by the Company,
such Investor shall use its reasonable efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Investor's possession, of the prospectus
relating to such Eligible Securities current at the time of receipt of such notice. If the Company shall give any such notice, the applicable time period mentioned in subsection (b) of this
Section 1.2 during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice
pursuant to subsection (g) of this Section 1.2, to and including the date when the Investor shall have received the copies of the supplemented or amended prospectus contemplated by
subsection (g) of this Section 1.2.

Section 1.3.Delay of Filing or Sales.The Company shall have the right, upon giving notice to
the Investor (the "Notice") of the exercise of such right, to delay filing a registration statement or to require such Investor not to sell any Eligible Securities pursuant to a registration statement
for the Time Period (as defined below) if (i) the Company is engaged in or proposes to engage in discussions or negotiations with respect to, or has proposed or taken a substantial step to
commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts
relating to the Company, in each case which is material to the Company (any such negotiation, step, event or state of facts being herein called a "Material Activity"), and (ii) the disclosure
of such Material Activity could, in the reasonable judgment of the Company, be adverse to its interest. "Time Period" shall mean a period from the date on which the Notice is given until the earlier
of (x) 180 days, or such shorter period of time as may be specified in the Notice or in a subsequent notice delivered by the Company to such effect prior to or during the effectiveness
of the registration statement, and (y) the second day after the conditions in clause (i) and (ii) have ceased to exist.

Section 1.4.Preparation; Reasonable Investigation.In connection with the preparation and
filing of each registration statement under the Securities Act pursuant to this Agreement in which the Investor includes Eligible Securities in such registration, the Company shall (a) give the
Investor and his advisors and counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto (other than any amendment or supplement in the form of a filing which the Company is required to make pursuant to the Exchange Act), and (b) give the
Investor and his advisors and counsel such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who
have certified its financial statements as shall be necessary, in the opinion of such Investor's counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

Section 1.5.Indemnification.

a)Indemnification by the Company.In the event of any registration of any Eligible Securities of the Company
under the Securities Act pursuant to Section 1.1, the Company shall, and hereby does

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agree to, indemnify and hold harmless the Investor, and each other person, if any, who controls such Investor within the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which each such person may become subject under the Securities Act or otherwise, insofar as such losses, claims damages or liabilities (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon



and
the Company will reimburse such person for any reasonable legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, liability, action or
proceeding,providedthat the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or in any application, in reliance upon and in conformity with written information prepared and furnished to the
Company by the Investor specifically for use in the preparation thereof andprovided, further, that the Company shall not be liable to any person who
participates as an underwriter (other than the Investor insofar as he may be deemed an underwriter within the meaning of the Securities Act) in any such registration or any other person who controls
such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises
out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the sale of the securities to such person if such statement or omission was timely corrected in such final prospectus. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such person and shall survive the transfer of such securities by such person. The Company
shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified in respect of a claim for each jurisdiction in which such counsel is
required unless conflict of interest exists between such indemnified party and any other indemnified party in respect of such claim.

b)Indemnification by the Investor.In the event of any registration of Eligible Securities under the Securities
Act pursuant to Section 1.1, the Investor shall, and hereby does agree to, indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this
Section 1.5) the Company, each director, officer, employee, agent and advisor of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act,
with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any application, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information prepared and furnished to the Company by such Investor specifically used in the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, or such application. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company
or any such director, officer, employee, agent, advisor or controlling person and shall survive the transfer

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of such securities by such Investor. The indemnity provided by the Investor under this Section 1.5(b) shall be only with respect to those of any other seller or prospective seller of
securities, and not jointly and severally, and shall be limited in amount to the net amount of proceeds received by such Investor from the sale of Eligible Securities pursuant to such registration
statement.

c)Notices of Claims, etc.Promptly after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in the preceding subsections of this Section 1.5, such indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of such action,providedthat the failure of any indemnified party to give
notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 1.5, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless a conflict of interest between such indemnified and indemnifying parties
exists in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, if the indemnifying party is entitled to do so hereunder, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to
such claim or litigation.

d)Other Remedies.If for any reason the indemnity set forth in the preceding subsections of this
Section 1.5 is unavailable, or is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such losses, claims, damage or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other hand in connection with the offering of securities and the
statements or omissions or alleged statements or omissions which resulted in such loss, claim, damage, or liability, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified party and the parties' relevant intent, knowledge, access to information and opportunity to correct or prevent such
statements or omissions. No party shall be liable for contribution under this subsection (d) except to the extent and under such circumstances as such party would have been liable to indemnify
under this Section 1.5 if such indemnification were enforceable under applicable law.

Section 1.6.Effect of Other Agreements Among the Parties Hereto.Nothing in this Agreement
shall be construed to alter in any manner whatsoever any rights or obligations of the Company, or Investor contained in any other agreement among such persons entered into concurrently herewith.

Section 2.DEFINITIONS.As used herein, the following terms have the following respective
meanings:

Commission:The Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

Eligible Securities:The Special Stock. As to any particular Eligible Securities, once issued such securities shall cease to
be Eligible Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been
disposed of, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provisions) under the Securities Act, (iii) they shall have been otherwise
transferred and new

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certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of
them under the Securities Act or any state securities or blue sky law then in force, or (iv) they shall have ceased to be outstanding.

Exchange Act:The Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.

Governmental Authority:Any federal, regional, state or local political subdivision, any governmental or administrative body,
instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or other similar dispute resolving panel or body, and any other entity
exercising executive, legislative, judicial, regulatory or administrative functions of a government.

Registration Expenses:All expenses incident to the Company's performance of or compliance with Sections 1.1, including,
without limitation, (a) all registration, filing and NASD fees, (b) all fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and
printing expenses, (d) messenger and delivery expenses, (e) the reasonable fees and disbursement of counsel for the Company and of its independent public accountants, including the
expenses incident to such performance and compliance, and (f) premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Eligible Securities
being registered (if the Company elects to obtain any such insurance),provided, that (i) except as otherwise specifically provided herein, fees
and disbursements of counsel to theInvestorand (ii) transfer taxes shall not be included as Registration Expenses and shall not be paid by the
Company.

Securities Act:The Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

Section 3.MISCELLANEOUS.

Section 3.1.Rule 144.The Company shall file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, shall, upon the request of
any holder of Eligible Securities, make publicly available other information) and shall take such further action as any holder of Eligible Securities may reasonably request, all to the extent required
from time to time to enable such holder to sell Eligible Securities without registration under the Securities Act pursuant to (a) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Eligible Securities, the Company shall deliver to such
holder a written statement as to whether it has complied with such requirements.

Section 3.2.Restrictive Legend.Each certificate representing Special Stock shall, except as
otherwise provided in this 3.2, be stamped or otherwise imprinted with a legend substantially in the following form:



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A
certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act
and any applicable state securities laws.

Section 3.3.Notices.All communications provided for hereunder shall be in writing and shall
be deemed to be given (i) when transmitted by facsimile equipment, (ii) when delivered in person or (iii) on the third business day after deposited in the United States mail and,



or
to such other place or places or to such other person or persons as shall be designated in writing by the parties hereto.

Section 3.4.Waiver, Amendment, etc.This Agreement may not be amended or supplemented, and no
waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the parties hereto. No failure or delay of any party
in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to
enforce such right or power, preclude any other or future exercise thereof or the exercise of any other right or power.

Section 3.5.Binding Agreement; No Assignment; No Third Party Beneficiaries.This Agreement
will be binding upon and inure to the benefit of the parties hereto and, where applicable, their successors and permitted assigns. No party to this Agreement may assign or delegate all or any portion
of its rights, obligations, or liabilities under this Agreement without the prior written consent of each other party to this Agreement. Nothing expressed or implied herein is intended or shall be
construed to confer upon or give to any third party any rights or remedies by virtue hereof.

Section 3.6.Governing Law; Dispute Resolution.

b)
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF SOUTH CAROLINA WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

c)
Each party agrees to the extent any dispute arising in connection with this Agreement is not resolved by voluntary agreement of the parties, such dispute shall be exclusively and
finally settled by

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arbitration in accordance with the provisions of this Section 3.6. If any such dispute arises, either party may at any time deliver written notice that it intends to submit such dispute to
arbitration. If such a notice is delivered to the other party, then the party that delivered such notice shall be entitled to direct submission of the dispute to arbitration. Notwithstanding this
Section 3.6, each party shall have the right to seek from any court of competent jurisdiction pending the establishment of the arbitral tribunal interim relief in aid of arbitration or to
protect the rights of such party in respect of this Agreement. Any request for such interim relief by a party shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate.

d)
Such arbitration shall be held in Columbia, South Carolina (which shall be the exclusive location of such arbitration unless otherwise agreed by the parties) in accordance with the
rules and regulations of the American Arbitration Association, with pre-hearing discovery rights in accordance with the Federal
Rules of Civil Procedure (providedthat the foregoing shall not limit the power of the arbitrators to accord the parties greater rights of inspection
and discovery than they would have in a suit at law). The determination of the arbitrators shall be conclusive and binding upon the parties, and any determination by the arbitrators of an award may be
filed with the clerk of a court of competent jurisdiction as a final adjudication of the claim involved, where application may be made to such court for a judicial acceptance of the award and an order
of enforcement, as the case may be. The expenses of each party, including legal and accounting fees, if any, with respect to the arbitration, shall be borne by such party, except to the extent
otherwise directed by the arbitrators. The arbitrators shall designate the parties to bear the expenses of the arbitrators or the respective amounts of such expense to be borne by each party.

Section 3.7.Severability.If fulfillment of any provision of this Agreement, at the time such
fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision
contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective to the extent of such invalidity,
as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect.

Section 3.8.Headings; Counterparts.The headings in this Agreement are for convenience of
reference only and will not affect the construction of any provisions hereof. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.

Section 3.9.Entire Agreement.This Agreement embodies the entire agreement and understanding
of the parties hereto in respect of the subject matter contained herein, provided that this provision shall not abrogate any other written agreement between the parties executed simultaneously with
this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.

| |  | THE SEIBELS BRUCE GROUP, INC.
| |  | -----------------------------
| |  | By:                          
| |  | Name:                        
| |  | Title:                       
| |  | CHARLES H. POWERS            
| |  | /s/CHARLES H. POWERS         

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