0001193125-07-093785 Sample Contracts

RESTRICTED STOCK AGREEMENT (Karen Padovese)
Restricted Stock Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of November 1, 2005, by and between HFF&L (CAYMAN) HOLDINGS, LTD., a Cayman Islands exempted company (the “Company”), and KAREN PADOVESE (the “Stockholder”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 2, 2005, by and between HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the “Employer”), and Karen Padovese (the “Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 9, 2006, by and between GeoVera Holdings, Inc. (formerly known as HFF&L (U.S.) Holdings, Inc.), a Delaware corporation (the “Employer”), and Michael Zukerman (the “Employee”).

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INVESTMENT MANAGER AGREEMENT by and between GEOVERA HOLDINGS, INC. and BLACKROCK FINANCIAL MANAGEMENT, INC. November 1, 2005
Investment Manager Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

THIS AGREEMENT, made as of the 1st day of November, 2005, by and between GeoVera Holdings, Inc. (hereinafter called the “Company”) and BlackRock (through its subsidiary BlackRock Financial Management, Inc.) (hereinafter called the “Manager”).

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ADDENDUM No. 7
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, and July 1, 2002 (the “Agreement”) is entered into as of the 6th day of June, 2005.

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BROKER AGREEMENT
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS AGREEMENT, made this 26th day of March 1999, by and between Hull & Company, Inc., with its principal place of business in Ft. Lauderdale, Florida (hereinafter designated as “Broker”) and USF&G Specialty Insurance Company, having its principal place of business in St. Paul, Minnesota (hereinafter designated as “Company”).

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ADDENDUM No. 6
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001 and July l, 2002 (“Agreement”).

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ADDENDUM No. 8
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS ADDENDUM to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker) and USF&G Specialty Insurance Company (“Company”) as amended by addenda dated July 1, 2000, April 1, 2001, July 1, 2001, September 1, 2001, July 1, 2002, August 11, 2004 and March 1, 2005 (the “Agreement”) is entered into as of the 7th day of March, 2007.

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ADDENDUM No. 5
Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company. Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, April 1, 2001, July 1, 2001 and September 1, 2001 (the “Agreement”).

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ADDENDUM No. 3
Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000 and July 1, 2001 (the “Agreement”).

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ADDENDUM
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) (the “Agreement”).

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OFFICE LEASE GREEN VALLEY BUILDING 5 FAIRFIELD, CALIFORNIA ST. PAUL FIRE AND MARINE INSURANCE COMPANY
Office Lease • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

This AGREEMENT OF LEASE (hereinafter referred to as the “Lease”) is made this 14th day of March, 2002, by and between GREEN VALLEY BUILDING 1, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota corporation (hereinafter referred to as “Tenant”) whose present address is 385 Washington Street, St. Paul, Minnesota 55102:

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Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 6 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 Section 2.1. Representations and Warranties 6 ARTICLE III GOVERNANCE 7 Section 3.1. Board of Directors 7...
Members’ Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This MEMBERS’ AGREEMENT (this “Agreement”) is made on November 1, 2005, by and among HFF&L (Cayman) Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and each of the following (hereinafter severally referred to as a “Member” and collectively referred to as the “Members”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Executive”, and together with FF&L (Cayman)

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ADDENDUM No. 2
Broker Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by an addendum effective July 1, 2000 (the “Agreement”).

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ADDENDUM No. 4
Geovera Insurance Holdings, Ltd. • April 27th, 2007 • Fire, marine & casualty insurance

THIS ADDENDUM is to the Broker Agreement dated March 26, 1999 between Hull & Company, Inc. (“Broker”) and USF&G Specialty Insurance Company (“Company”) as amended by addenda effective July 1, 2000, July 1, 2001 and September 1, 2001 (the “Agreement”).

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Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 General Interpretive Principles 5 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 Section 2.1 Representations and Warranties 5 ARTICLE III TRANSFER RESTRICTIONS 6 Section 3.1 General...
Management Members’ Agreement • April 27th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

This MANAGEMENT MEMBERS’ AGREEMENT (this “Agreement”) is made on November 1, 2005, by and among HFF&L (Cayman) Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and each of the following (hereinafter severally referred to as a “Member” and collectively referred to as the “Members”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”), (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Executive”, and together with FF&

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