COMPANY PLEDGE AGREEMENT



         THIS STOCK PLEDGE ("Stock Pledge") made as of the 25th day of

September, 2002 by and between Meadowbrook Insurance Group, Inc., a Michigan

corporation ("Company") and Comerica Bank, a Michigan banking corporation

("Bank").



                                    RECITALS



         A. Pursuant to that certain Restated Credit Agreement dated as of

September 25, 2002 (as may be amended or otherwise modified from time to time,

the "Credit Agreement") by and between Company and Bank, the Bank has agreed to

extend credit to Company on the terms set forth in the Credit Agreement.



         B. As a condition to the performance of their respective obligations

under the Credit Agreement, Bank has required that Company provide this Stock

Pledge to Bank, granting various security interests, liens and other

encumbrances as security for the Company's obligations under its Notes, the

Credit Agreement and the other Loan Documents.



         NOW, THEREFORE, for and in consideration of the mutual promises,

covenants and agreements hereinafter set forth, the parties hereto agree as

follows:



         I. Creation of Security Interest



         Company hereby grants to Bank a security interest in the property

described in paragraph II, below ("Collateral").



         II. Collateral.



         The Collateral consists of the following:



         (a) 100% of the outstanding shares of each class of stock (or other

ownership interest) of each Subsidiary listed on Schedule A hereto (as such

Schedule may be revised pursuant to Section III B. l hereof), together with all

of the certificates and/or instruments representing such shares of stock (or

other ownership interest), and all cash, securities, dividends, rights and other

property at any time and from time to time received, receivable or otherwise

distributed in respect of or in exchange for any or all of such shares;



         (b) 100% of any additional shares of stock of any of the Subsidiaries

listed on Schedule A hereto, at any time and from time to time acquired by the

Company in any manner, all of the cash, securities, dividends, rights and other

property at any time and from time to time received, receivable or otherwise

distributed in respect of or in exchange for any or all of such shares;



         (c) All other property hereafter delivered to the Bank in substitution

for or in addition to the foregoing, all certificates and instruments

representing or evidencing such property, and all cash, securities, interest,

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