Constituent Documents of the Surviving Corporation Uses in Articles of Incorporation; Bylaws Clause

Articles of Incorporation; Bylaws from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2008 (this "Agreement"), is by and among LIBERTY MUTUAL INSURANCE COMPANY, a Massachusetts stock insurance company ("Parent"), BIG APPLE MERGER CORPORATION, a Washington corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and SAFECO CORPORATION, a Washington corporation (the "Company" and, collectively with Parent and Merger Sub, the "parties").

Articles of Incorporation; Bylaws. At the Effective Time, the Restated Articles of Incorporation of the Company shall by virtue of the Merger be amended and restated in their entirety to be identical to the articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation following the Effective Time until thereafter amended in accordance with their terms and applicable Law; provided, however, that at the Effective Time, Article I of the articles of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The corporate name of the corporation (hereinafter called the "corporation") is Safeco Corporation." At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation and following the Effective Time until thereafter amended in accordance with the Constituent Documents of the Surviving Corporation and applicable Law, except that references to Merger Sub's name shall be replaced by references to "Safeco Corporation." This Section 1.4 shall be subject to the obligations of Parent and the Surviving Corporation under Section 6.9.

Articles of Incorporation; Bylaws from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2008 (this Agreement), is among QBE Holdings, Inc., a Delaware corporation (Parent), Noble Acquisition Corporation, a Michigan corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), and North Pointe Holdings Corporation, a Michigan corporation (the Company).

Articles of Incorporation; Bylaws. At the Effective Time, (a) the Articles of Incorporation of the Surviving Corporation shall by virtue of the Merger be restated to read in its entirety as the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be North Pointe Holdings Corporation, until amended or restated in accordance with the MBCA (the form of the restatement of the Surviving Corporations Articles of Incorporation is attached to this Agreement as Exhibit 1.4) and (b) the bylaws of the Surviving Corporation shall by virtue of the Merger be amended and restated so as to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except the references to Merger Subs name shall be replaced by references to North Pointe Holdings Corporation, until amended or restated in accordance with the MBCA; provided that the advancement of expenses, exculpation and indemnification provisions contained in the Constituent Documents of the Surviving Corporation in effect from and after the Effective Time, until the sixth (6th) year anniversary of the Effective Time, shall not (i) be any less favorable in any respect than those contained in the Companys Constituent Documents as of the date hereof and (ii) contain any provision inconsistent with the provisions of Section 6.9(a).