ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of April 16, 2007, is made by and among US Specialty Underwriters, Inc., an Arizona corporation (Seller), Evergreen/UNI RW Acquisition Corp., an Ohio corporation (EURW), Daniel J. Clark (Clark), Joseph E. LoConti (LoConti) and the other parties to this Agreement set forth on the signature pages hereto under the heading Shareholders (together with Clark and LoConti, the Shareholders), Meadowbrook, Inc., a Michigan corporation (Buyer), and Meadowbrook Insurance Group, Inc. a Michigan corporation (MIGI).

RECITALS

     Seller is engaged in the business of providing excess workers compensation coverage for low to moderate hazard businesses (the Business).

     EURW owns all of the issued and outstanding shares of capital stock of Seller and Clark, LoConti and the other Shareholders own all of the issued and outstanding capital stock of EURW.

     Seller desires to sell and Buyer desires to purchase substantially all of the assets used or held for use by Seller in the operation of the Business and to assume certain liabilities and obligations in connection therewith, all upon the terms and subject to the conditions set forth herein.

     The parties, intending to be legally bound hereto, agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

     As used in this Agreement the following terms shall have the following respective meanings:

     Accounts Payable shall mean all of Sellers trade accounts payable (including all trade accounts payable with respect to goods and services received by Seller but for which invoices have not yet been received by Seller) that arise from the conduct of the Business and relate to the period prior to the Closing Date.

     Accounts Receivable shall mean all of Sellers trade and other accounts receivable and commissions receivables that arise from the conduct of the Business and relate to the period prior to the Closing Date.

     Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

     Acquired Business shall have the meaning set forth in Section 2.14(a) hereof.

     Action shall mean any action, suit, arbitration, inquiry, hearing, proceeding or investigation by or before any court of competent jurisdiction, governmental or other regulatory or administrative agency or commission or arbitral panel.

     Affiliate (and, with a correlative meaning, Affiliated) shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. As used in this definition, control (including, with correlative meanings, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

     Agreement shall have the meaning set forth in the preamble hereto.

     Ancillary Agreements shall mean, collectively, any agreements, certificates or other documents delivered at or prior to the Closing in connection with the transactions contemplated by this Agreement and shall include, without limitation, the Employment Agreements, the Management Agreement, the Noncompetition Agreements and the Registration Rights Agreement.

     Assumed Liabilities shall have the meaning set forth in Section 2.10 hereof.

     Assumption Agreement shall mean the Assumption Agreement between Buyer and Seller in substantially the form attached hereto as Exhibit A.

     Baseline Working Capital Value shall mean One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00).

     Books and Records shall mean all of Sellers books, records, ledgers, files, data bases, documents, promotional and marketing materials, studies, reports, sub-agent files, underwriting files, loss control files, claim files and other printed or written materials of Seller, including, without limitation those relating to the Purchased Assets and the operations of the Business as of the Closing Date.

     Budget shall mean an annual budget prepared and approved pursuant to the Management Agreement.

     Business shall have the meaning set forth in the first recital hereof.

     Buyer shall have the meaning set forth in the preamble hereto.

     Buyer Indemnified Parties shall have the meaning set forth in Section 6.2 hereof.

     Cash shall mean all cash, time deposits, certificates of deposit, marketable securities and short-term investments of Seller but specifically excluding all premium trust cash and premium trust cash equivalents.

     Clark shall have the meaning set forth in the preamble hereto.

     Closing shall have the meaning set forth in Section 2.5 hereof.

     Closing Balance Sheet shall have the meaning set forth in Section 2.8(b) hereof.

     Closing Date shall have the meaning set forth in Section 2.5 hereof.

     Closing Financial Data shall have the meaning set forth in Section 2.8(b) hereof.

     Closing Working Capital Value shall have the meaning set forth in Section 2.8(b) hereof.

     Code shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.

     Commissions Payable shall mean commissions payable as of the Closing Date to sub-agents with respect to policies written under the General Agency Agreement.

     Contingent Consideration Termination Date shall have the meaning set forth in Section 2.14(a) hereof.

     Contingent Consideration Termination Payment shall have the meaning set forth in Section 2.14(a) hereof.

     Contracts shall mean contracts, agreements, commitments, leases, subleases, licenses, sublicenses and similar arrangements of Seller, whether written or oral, and all rights thereunder, arising from the conduct of the Business (including, without limitation, the contracts set forth on Schedule 3.15 hereto) existing as of the Closing Date.

     EBITDA shall have the meaning set forth in Section 2.14(a) hereof.

     Employee Benefit Plans shall have the meaning set forth in Section 3.13(a) hereof.

     Employment Agreements shall mean the Employment Agreements of Joseph Cerniglia, Anthony L. Smith and Dean M. Williams in substantially the form attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, to be executed and delivered at the Closing.

     Environmental, Health, and Safety Laws shall mean all applicable statutes, laws, ordinances, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder: (a) of the United States of America; (b) of any state or local governmental subdivision within the United States of America; and (c) of any foreign nations (and all agencies, departments, courts or any other subdivision of any of the foregoing, that has jurisdiction) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, petroleum or petroleum-based materials or wastes, or chemical, industrial, Hazardous Substances, or toxic substances or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, Hazardous Substances, or toxic materials or wastes. Without limiting the

generality of the foregoing, such Environmental, Health, and Safety Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended.

     ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

     Estimated Cash Purchase Price shall have the meaning set forth in Section 2.8(a) hereof.

     Estimated Purchase Price Adjustment shall have the meaning set forth in Section 2.8(a) hereof.

     EURW shall have the meaning set forth in the preamble hereto.

     Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

     Excluded Assets shall have the meaning set forth in Section 2.2 hereof.

     Excluded Contracts shall have the meaning set forth in Section 2.2(b) hereof.

     Excluded Liabilities shall have the meaning set forth in Section 2.11 hereof.

     Final Cash Purchase Price shall have the meaning set forth in Section 2.8(e) hereof.

     Final Closing Working Capital Value shall have the meaning set forth in Section 2.8(d) hereof.

     Final Purchase Price shall have the meaning set forth in Section 2.8(g) hereof.

     Financial Statements shall have the meaning set forth in Section 3.5 hereof.

     GAAP shall mean United States generally accepted accounting principles.

     General Agency Agreement shall have the meaning set forth in Section 2.2(k).

     Hazardous Substances shall mean any substances, compounds, mixtures, wastes or materials that are defined to be, that are regulated as, that are listed as or that (because of their toxicity, concentration or quantity) have characteristics that are hazardous or toxic under any of the Environmental, Health and Safety Laws or under any other statute, ordinance, rule or regulation in effect at the locations at which the Business is conducted. Without limiting the generality of the foregoing, Hazardous Substances includes: (a) any article or mixture that contains a Hazardous Substance; (b) petroleum or petroleum products; (c) any substance the presence of which requires reporting, investigation, removal or remediation under any Environmental, Health and Safety Laws; (d) polychlorinated biphenyls; (e) asbestos containing materials; and (f) urea formaldehyde.

     Indemnified Party shall have the meaning set forth in Section 6.3 hereof.

     Indemnifying Party shall have the meaning set forth in Section 6.3 hereof.

     Initial Cash Purchase Price shall mean Thirteen Million and 00/100 Dollars ($13,000,000.00).

     Initial Purchase Price shall mean the Initial Cash Purchase Price and the Stock Consideration.

     Intellectual Property shall mean all of the following used or held for use in connection with the Business in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all other proprietary rights, (h) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), (i) all goodwill associated with any of the foregoing, (j) all licenses and sublicenses granted and obtained with respect to any of the foregoing and all rights thereunder, (k) all remedies against infringement of any of the foregoing, and (l) all rights to protection of interests in any of the foregoing.

     Interim Management Fee shall have the meaning set forth in Section 2.14(a) hereof

     Interim Management Fee Payment Date shall have the meaning set forth in Section 2.14(a) hereof.

     Inventories shall mean all inventory, including raw materials, work-in-progress, finished products, tooling, stores, stock, supplies, packaging and spare parts used or held for use by Seller in connection with the Business and existing as of the Closing Date, whether on hand or in transit.

     IRS shall mean the United States Internal Revenue Service.

     Key Contracts and Licenses shall mean those Contracts set forth on Schedule 1(a) hereto.

     Leased Real Property shall have the meaning set forth in Section 3.8(a) hereof.

     Lease shall mean the Lease, dated April 6, 2007, by and between Lander Enterprises Co., L.P., as lessor, and Seller, as lessee, for premises located at 6140 Parkland Blvd., Suite 300, Mayfield Heights, Ohio..

     Liability means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

     Licenses shall mean all licenses, permits, authorizations, approvals, franchises, orders, registrations, certificates, variances and similar rights issued by any governmental authority or agency, necessary to the conduct of the Business.

     Lien shall mean any security interest, pledge, mortgage, lien, charge, restriction, or other encumbrance, including any Tax lien.

     LoConti shall have the meaning set forth in the preamble hereto.

     Losses shall mean any loss, cost, Liability, damage, penalty, fine, judgment, claim or expense (including reasonable attorneys fees).

     Management Agreement shall mean the Management Agreement by and between EURW and Buyer in the form attached hereto as Exhibit C, to be executed and delivered at the Closing.

     Management Fee shall have the meaning set forth in Section 2.14(a) hereof.

     Management Fee Payment Date shall have the meaning set forth in Section 2.14(a) hereof.

     Material Adverse Effect or Material Adverse Change shall mean any effect, change, event, or development that is or is reasonably expected to be materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of the Business or on the ability of Seller to consummate timely the transactions contemplated hereby (regardless of whether or not Buyer has knowledge of such effect or change).

     Mayfield Village Property shall have the meaning set forth in Section 3.8(a) hereof.

     MIGI shall have the meaning set forth in the preamble hereto.

     MIGI Common Stock shall mean the common stock, stated value $.01 per share, of MIGI.

     MIGI Material Adverse Effect shall mean any effect, change, event, or development that is or is reasonably expected to be materially adverse to the business, assets, condition (financial or otherwise), operating results or operations of MIGI and its Subsidiaries or on the ability of Buyer to consummate timely the transactions contemplated hereby (regardless of whether or not Seller or any Shareholder has knowledge of such effect or change).

     MIGI Preference shall have the meaning set forth in Section 2.14(a) hereof.

     Minimum EBITDA shall have the meaning set forth in Section 2.14(a) hereof.

     Most Recent Financial Statements shall have the meaning set forth in Section 3.5 hereof.

     Most Recent Fiscal Month End shall have the meaning set forth in Section 3.5 hereof.

     Most Recent Fiscal Year End shall have the meaning set forth in Section 3.5 hereof.

     Neutral Auditors shall have the meaning set forth in Section 2.8(c) hereof.

     Noncompetition Agreements shall mean the Noncompetition and Nonsolicitation Agreements of Seller, Clark, LoConti and the Shareholders in substantially the form attached hereto as Exhibit D to be executed and delivered at the Closing.